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 SEPTEMBER 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      10/31/99      105,707,534

                                    PAGE 1

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                         MGIC INVESTMENT CORPORATION
                              TABLE OF CONTENTS

                                                                     Page No.
                                                                     --------


PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements (Unaudited)

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

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

          Consolidated Statement of Cash Flows for the Nine Months
            Ended September 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    22


PART II.  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K                              22

SIGNATURES                                                              23

INDEX TO EXHIBITS                                                       24

                                    PAGE 2

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                                  September 30,   December 31,
                                                      1999            1998
                                                 --------------   -----------
ASSETS                                             (In thousands of dollars)
------
Investment portfolio:
  Securities, available-for-sale, at market value:
    Fixed maturities                                $2,624,203    $2,602,870
    Equity securities                                   18,241         4,627
    Short-term investments                             118,294       172,209
                                                    ----------    ----------
      Total investment portfolio                     2,760,738     2,779,706

Cash                                                     6,766         4,650
Accrued investment income                               41,135        41,477
Reinsurance recoverable on loss reserves                39,467        45,527
Reinsurance recoverable on unearned premiums             6,918         8,756
Home office and equipment, net                          33,270        32,400
Deferred insurance policy acquisition costs             22,625        24,065
Investments in joint ventures                          106,583        75,246
Other assets                                            55,321        38,714
                                                    ----------    ----------
      Total assets                                  $3,072,823    $3,050,541
                                                    ==========    ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities:
  Loss reserves                                     $  673,040    $  681,274
  Unearned premiums                                    181,081       183,739
  Notes payable (note 2)                               411,000       442,000

  Other liabilities                                     88,044       102,937
                                                    ----------    ----------
      Total liabilities                              1,353,165     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, 9/30/99 - 105,491,534;
    1998 - 109,003,032                                 121,111       121,111
  Paid-in surplus                                      215,505       217,022
  Treasury stock (shares at cost, 9/30/99 - 15,619,266;
    1998 - 12,107,768)                                (627,486)     (482,465)
  Accumulated other comprehensive income - unrealized
    (depreciation) appreciation in investments, 
    net of tax                                          (7,904)       94,572
  Retained earnings                                  2,018,432     1,690,351
                                                    ----------    ----------
      Total shareholders' equity                     1,719,658     1,640,591
                                                    ----------    ----------
      Total liabilities and shareholders' equity    $3,072,823    $3,050,541
                                                    ==========    ==========


See accompanying notes to consolidated financial statements.

                                    PAGE 3

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                 MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF OPERATIONS
        Three and Nine Month Periods Ended September 30, 1999 and 1998
                                  (Unaudited)

                                Three Months Ended    Nine Months Ended
                                  September 30,         September 30,
                                ------------------    -----------------
                                  1999       1998       1999      1998
                                  ----       ----       ----      ----
                                       (In thousands of dollars,
                                         except per share data)
Revenues:
  Premiums written:
    Direct                      $214,997   $192,107   $604,332   $557,637
    Assumed                          308      2,190      1,912      6,327
    Ceded                         (7,723)    (3,730)   (18,277)   (10,247)
                                --------   --------   --------   --------
  Net premiums written           207,582    190,567    587,967    553,717
  (Increase) decrease in
   unearned premiums              (7,540)       499        822     16,418
                                --------   --------   --------   --------
  Net premiums earned            200,042    191,066    588,789    570,135
  Investment income, net of
    expenses                      39,303     36,461    114,845    106,175
  Realized investment gains, net      48      2,639      3,401     13,880
  Other revenue                   10,990     10,708     39,946     32,676
                                --------   --------   --------   --------
    Total revenues               250,383    240,874    746,981    722,866
                                --------   --------   --------   --------
Losses and expenses:
  Losses incurred, net            19,533     51,487     94,706    163,439
  Underwriting and other expenses 48,289     46,498    153,471    137,188
  Interest expense                 4,788      5,308     14,830     12,394
  Ceding commission                 (813)      (839)    (1,739)    (2,105)
                                --------   --------   --------   --------
    Total losses and expenses     71,797    102,454    261,268    310,916
                                --------   --------   --------   --------
Income before tax                178,586    138,420    485,713    411,950
Provision for income tax          55,677     41,928    149,452    126,199
                                --------   --------   --------   --------
Net income                      $122,909   $ 96,492   $336,261   $285,751
                                ========   ========   ========   ========

Earnings per share (note 4):
   Basic                        $   1.13   $   0.87   $   3.09   $   2.52
                                ========   ========   ========   ========
   Diluted                      $   1.11   $   0.86   $   3.06   $   2.49
                                ========   ========   ========   ========
Weighted average common shares
  outstanding - diluted (shares
  in thousands, note 4)          110,261    112,695    109,993    114,728
                                ========   ========   ========   ========
Dividends per share             $  0.025   $  0.025   $  0.075   $  0.075
                                ========   ========   ========   ========


See accompanying notes to consolidated financial statements.

                                    PAGE 4

<PAGE>


                MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF CASH FLOWS
                Nine Months Ended September 30, 1999 and 1998
                                (Unaudited)
                                                        Nine Months Ended
                                                          September 30,
                                                      ---------------------
                                                         1999        1998
                                                         ----        ----
                                                    (In thousands of dollars)
Cash flows from operating activities:
  Net income                                           $336,261    $285,751
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Amortization of deferred insurance policy
        acquisition costs                                12,064      16,569
      Increase in deferred insurance policy
        acquisition costs                               (10,624)    (14,078)
      Depreciation and amortization                       8,783       5,470
      Decrease (increase) in accrued investment income      342      (1,988)
      Decrease in reinsurance recoverable on loss
        reserves                                          6,060       5,048
      Decrease in reinsurance recoverable on unearned
        premiums                                          1,838       2,375
      (Decrease) increase in loss reserves               (8,234)     45,432
      Decrease in unearned premiums                      (2,658)    (18,795)
      Equity earnings in joint ventures                 (10,750)     (7,420)
      Other                                              32,500     (12,215)
                                                       --------    --------
Net cash provided by operating activities               365,582     306,149
                                                       --------    --------
Cash flows from investing activities:
  Purchase of equity securities                         (13,770)     (3,886)
  Purchase of fixed maturities                         (928,418)   (689,255)
  Additional investment in joint ventures               (20,587)    (15,926)
  Proceeds from sale of equity securities                     -     116,164
  Proceeds from sale or maturity of fixed maturities    748,264     348,027
                                                       --------    --------
Net cash used in investing activities                  (214,511)   (244,876)
                                                       --------    --------
Cash flows from financing activities:
  Dividends paid to shareholders                         (8,180)     (8,521)
  Net (decrease) increase in notes payable              (31,000)    182,500
  Interest payments on notes payable                    (16,619)    (11,075)
  Reissuance of treasury stock                            2,929      14,220
  Repurchase of common stock                           (150,000)   (231,205)
                                                       --------    --------
Net cash used in financing activities                  (202,870)    (54,081)
                                                       --------    --------
Net (decrease) increase in cash and short-term
  investments                                           (51,799)      7,192
Cash and short-term investments at beginning of period  176,859     119,626
                                                       --------    --------
Cash and short-term investments at end of period       $125,060    $126,818
                                                       ========    ========


See accompanying notes to consolidated financial statements.

                                    PAGE 5

<PAGE>

        MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       September 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  nine
months  ended September 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  September 30, 1999, the Company's outstanding balance
of  the  notes payable on the 1997 and 1998 credit  facilities
were  $200  million  and  $211  million,  respectively,  which
approximated  market value.  The interest rate  on  the  notes
payable  varies based on LIBOR and at September 30,  1999  and
December  31, 1998 the rate was 6.13% and 5.80%, respectively.
The  weighted average interest rate on the notes  payable  for
borrowings under the 1997 and 1998 credit agreements was 5.38%
per  annum for the nine months ended September 30,  1999.   In
addition  to the 1997 and 1998 credit facilities, the  Company
entered into a $100 million credit facility in November  1999.
Currently,  there  are  no outstanding borrowings  under  this
facility.

     During  the nine months ended September 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  3.93% to 4.13%. Two of the swaps renew monthly  and  one
expires in October 2000. Earnings during the nine months ended
September 1999 on the swaps of approximately $3.0 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   Nine Months Ended
                           September 30,       September 30,
                        ------------------   -----------------
                          1999     1998        1999     1998
                          ----     ----        ----     ----
                                (Shares in thousands)

Weighted-average shares
  - Basic EPS            108,533  111,417     108,863  113,184
 Common stock equivalents  1,728    1,278       1,130    1,544
                         -------  -------     -------  -------
 Weighted-average shares
  - Diluted EPS          110,261  112,695     109,993  114,728
                         =======  =======     =======  =======

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   Nine Months Ended
                            September 30,      September 30,
                        ------------------   -----------------
                           1999     1998        1999     1998
                           ----     ----        ----     ----
                                (In thousands of dollars)

Net income             $122,909  $ 96,492   $336,261  $285,751
Other  comprehensive
  (loss) gain           (27,666)   35,885   (102,476)   29,281
                       --------  --------   --------  --------
   Total comprehensive
     income            $ 95,243  $132,377   $233,785  $315,032
                       ========  ========   ========  ========

     The difference between the Company's net income and total
comprehensive  income  for the three  and  nine  months  ended
September  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.)

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

     Net  income for the three months ended September 30, 1999
was  $122.9  million, compared to $96.5 million for  the  same
period of 1998, an increase of 27%. Diluted earnings per share
for  the  three  months ended September  30,  1999  was  $1.11
compared to $0.86 in the same period last year, an increase of
29%. The percentage increase in diluted earnings per share was
favorably affected by the lower adjusted shares outstanding at
September 30, 1999 as a result of common stock repurchased  by
the Company during the fourth quarter of 1998 and in September
1999.   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 September 30, 1999 was $13.1 billion, compared to
$11.8 billion in the same period of 1998. Refinancing activity
accounted  for  16% of new primary insurance  written  in  the
third quarter of 1999, compared to 24% in the third quarter of
1998.

     The $13.1 billion of new primary insurance written during
the  third  quarter of 1999 was offset by the cancellation  of
$8.2  billion  of insurance in force, and resulted  in  a  net
increase  of  $4.9  billion  in primary  insurance  in  force,
compared  to  new primary insurance written of $11.8  billion,
the  cancellation of $11.5 billion, and a net increase of $0.3
billion in primary insurance in force during the third quarter
of  1998. New insurance written for the third quarter of  1999
includes  $1.9  billion  related to a structured  transaction.
Direct  primary  insurance  in force  was  $145.1  billion  at
September 30, 1999 compared to $138.0 billion at December  31,
1998 and $137.8 billion at September 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 September 30, 1999 and September  30,
1998, which was virtually all agency pool insurance, was  $125
million  and $154 million, respectively. The Company's  direct
pool  risk  in  force at September 30, 1999 was  $1.5  billion
compared  to $1.1 billion at December 31, 1998 and is expected
to increase.

     Cancellation activity has historically been  affected  by
the level of mortgage interest rates. Rising mortgage interest
rates resulted in a decrease in cancellations during the third
quarter  of  1999  and an improvement in the MGIC  persistency
rate  (percentage of insurance remaining  in force  from   one
year prior)  to  69.1%  at  September 30, 1999  from 66.6%  at
June   30,   1999.   However,  due  to  the  high  number   of
cancellations during the fourth quarter of 1998 and first half
of  1999, the persistency rate at September 1999 is below  the
71.5%  persistency  rate  of a year ago.  Future  cancellation

                                    PAGE 9

<PAGE>
activity  could  also be affected as a result  of  legislation
that  went into effect in July 1999 regarding cancellation  of
mortgage insurance.

     New  insurance  written  for  adjustable  rate  mortgages
("ARMs") increased to 20% of new insurance written during  the
third  quarter of 1999 from 9% of new insurance written during
the  same  period  in  1998  as a result  of  higher  mortgage
interest  rates on fixed rate mortgage loans.   New  insurance
written  for  mortgages with loan-to-value ("LTV")  ratios  in
excess  of 90% but not more than 95% ("95%") were 42%  of  new
insurance written during the third quarter of 1999 compared to
33% and 38% in the first and second quarters respectively,  as
a result of declining refinancing activity during 1999.

     New  insurance written for mortgages with LTV  ratios  in
excess  of  85% but not more than 90% ("90%") and coverage  of
25%  was 33% of new insurance written in the third quarter  of
1999  compared  to 38% for the same period a  year  ago.   New
insurance written for 95% LTV ratios and coverage of  30%  was
33%  in  the  current quarter compared to  37%  in  the  third
quarter of 1998.  These decreases are generally the result  of
changes  in mortgage insurance requirements by Fannie Mae  and
Freddie Mac described below.

     Net premiums written were $207.6 million during the third
quarter  of 1999, compared to $190.6 million during the  third
quarter of 1998.  Net premiums earned were $200.0 million  for
the  third quarter of 1999 compared to $191.1 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 and the growth in insurance in force from  a
year ago.

     During  the first quarter of 1999, Fannie Mae and Freddie
Mac ("GSEs") changed their mortgage insurance requirements for
certain   mortgages  approved by their automated  underwriting
services.   The  changes permit lower coverage percentages  on
these  loans  than the deeper coverage percentages  that  went
into  effect  in 1995.    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  results could also  be  affected  to  the
extent the GSEs are compensated for assuming default risk that
would  otherwise be insured by the private mortgage  insurance
industry.  The GSEs have programs  under which a delivery  fee
is  paid  to  them,  with mortgage insurance coverage  reduced
below  the  coverage that would be required in the absence  of
the  delivery fee.  In partnership with mortgage insurers, the
GSEs  are  also  beginning to offer programs under  which,  on
delivery of an insured loan to a GSE, the primary coverage  is
converted to an initial shallow tier of coverage followed by a
second  tier  that is subject to an overall  loss  limit  and,
depending on the program, some compensation may be paid to the
GSE for services related to the loans.

     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

                                    PAGE 10

<PAGE>
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, if adopted as proposed, 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.

      Mortgages  (newly insured during the nine  months  ended
September  1999 or in previous periods) equal to approximately
38%  of  MGIC's new insurance written during the third quarter
of  1999   were  subject to captive mortgage  reinsurance  and
similar arrangements compared to 14% 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  September  30,  1999
approximately  13%  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 third quarter of 1999 was $39.3
million, an increase of 8% over the $36.5 million in the third
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 third quarter of 1999 from $2.5  billion
for  the  third  quarter  of 1998, an  increase  of  12%.  The
portfolio's average pre-tax investment yield was 5.5% for  the
third  quarter of 1999 and 5.7% for the same period  in  1998.
The  portfolio's average after-tax investment yield  was  4.7%
for the third quarter of 1999 and 4.9% for the same period  in
1998.    The  Company's  net realized  gains  were  immaterial
during  the three months ended September 30, 1999 compared  to
net  realized gains of $2.6 million during the same period  in
1998 resulting primarily from the sale of fixed maturities.

     Other revenue was $11.0 million for the third quarter  of
1999, compared with $10.7 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.,  offset  by  a  decrease  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

                                   PAGE 11

<PAGE>
assets  were  $689  million  at September  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 62% to $19.5 million during
the  third quarter of 1999 from $51.5 million during the third
quarter of 1998. Such decrease was primarily attributed to  an
increase  in  the  redundancy in prior year loss  reserves,  a
decline  in  losses paid, 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 increased from 25,573
at  June  30, 1999 to 27,102 at September 30, 1999.  The  pool
notice  inventory increased  from 8,015 at June  30,  1999  to
10,030 at September 30, 1999, attributable to defaults on  new
agency  pool  insurance  written during  1997  and  1998.   At
September  30,  1999,  62% of MGIC's insurance  in  force  was
written during the preceding eleven quarters, compared to  55%
at  September 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  $48.3
million in the third quarter of 1999 from $46.5 million in the
third  quarter of 1998, an increase of 4%. This  increase  was
primarily  due  to  increases  associated  with  field  office
underwriting expenses.

     Interest  expense decreased to $4.8 million in the  third
quarter  of 1999 from $5.3 million during the same  period  in
1998  primarily  due  to a lower weighted average  outstanding
notes  payable balance during the three months ended September
30, 1999 compared to the comparable period in 1998.

     The  Company  utilized  financial derivative transactions
during  the third quarter of 1999 consisting of interest  rate
swaps  to  reduce and manage interest rate risk on  its  notes
payable.  During the third 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 9.8%
for  the third quarter of 1999 compared to 26.9% for the third
quarter of 1998. The consolidated insurance operations expense
and  combined  ratios were 17.9% and 27.7%, respectively,  for
the  third quarter of 1999 compared to 18.8% and 45.7% for the
third quarter of 1998.

     The effective tax rate was 31.2% in the third quarter  of
1999,  compared to 30.3% in the third quarter 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 higher effective  tax  rate  in  1999
resulted  from a lower percentage of total income  before  tax
being generated from the tax-preferenced investments.

                                    PAGE 12

<PAGE>
  Nine Months Ended September 30, 1999 Compared With Nine
  Months Ended September 30, 1998

     Net  income for the nine months ended September 30,  1999
was  $336.3 million, compared to $285.8 million for  the  same
period of 1998, an increase of 18%. Diluted earnings per share
for  the  nine  months  ended September  30,  1999  was  $3.06
compared to $2.49 in the same period last year, an increase of
23%. The percentage increase in diluted earnings per share was
favorably affected by the lower adjusted shares outstanding at
September 30, 1999 as a result of common stock repurchased  by
the Company during the fourth quarter of 1998 and in September
1999.  See note 4 to the consolidated financial statements.

    The amount of new primary insurance written by MGIC during
the  nine  months ended September 30, 1999 was $37.2  billion,
compared  to  $31.1  billion  in  the  same  period  of  1998.
Refinancing   activity  accounted  for  28%  of  new   primary
insurance  written during the nine months ended September  30,
1999 compared to 30% during the comparable period of 1998.

     The $37.2 billion of new primary insurance written during
the  nine  months  ended  September 1999  was  offset  by  the
cancellation  of  $30.1  billion of insurance  in  force,  and
resulted  in  a  net  increase  of  $7.1  billion  in  primary
insurance in force, compared to new primary insurance  written
of $31.1 billion, the cancellation of $31.8 billion, and a net
decrease of $0.7 billion in primary insurance in force  during
the  same period of 1998. Direct  primary  insurance in  force
was  $145.1 billion at September 30, 1999 compared  to  $138.0
billion  at December 31, 1998 and $137.8 billion at  September
30,  1998.   In addition to providing direct primary insurance
coverage,  the  Company also insures pools of mortgage  loans.
New  pool  risk written during the nine months ended September
30,  1999  and  September 30, 1998, which  was  virtually  all
agency  pool  insurance, was $499 million  and  $446  million,
respectively.  The  Company's direct pool  risk  in  force  at
September  30, 1999 was $1.5 billion compared to $1.1  billion
at December 31, 1998 and is expected to increase.

     Cancellation activity has historically been  affected  by
the level of mortgage interest rates and  remained high during
the nine months ended September 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  69.1%  at September 30, 1999  from
71.5%   at  September  30,  1998.   However,  the  number   of
cancellations  decreased during the second and third  quarters
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 $588.0 million during the first
nine  months  of 1999, compared to $553.7 million  during  the
same  period of 1998.  Net premiums earned were $588.8 million
for  the  nine months ended September 1999 compared to  $570.1
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 and  the  growth  in
insurance in force from a year ago.

                                    PAGE 13

<PAGE>
     For  a  discussion  of  certain programs  with  the  GSEs
regarding mortgage insurance and for a discussion of  proposed
capital   regulations  for  the  GSEs,   see   third   quarter
discussion.

      Mortgages  (newly insured during the nine  months  ended
September  1999 or in previous periods) equal to approximately
31%  of  MGIC's new insurance written during the  nine  months
ended   September  1999  were  subject  to  captive   mortgage
reinsurance  and similar arrangements compared to  17%  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  September  30,  1999
approximately  13%  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 nine months ended September 1999
was  $114.8 million, an increase of 8% over the $106.2 million
in the comparable period 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  nine  months  ended
September 1999 from $2.4 billion for the same period in  1998,
an increase of 12%. The portfolio's average pre-tax investment
yield  was 5.5% for the nine months ended September  1999  and
5.7%  for  the  same  period in 1998. The portfolio's  average
after-tax investment yield was 4.7% for the nine months  ended
September  1999  and 4.9% for the same period  in  1998.   The
Company realized gains of $3.4 million during the nine  months
ended September 30, 1999 resulting primarily from the sale  of
fixed  maturities compared to realized gains of $13.9  million
during  the same period in 1998 resulting primarily  from  the
sale of equity securities.

     Other revenue was $39.9 million for the nine months ended
September  1999,  compared with $32.7  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  $689  million  at September  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 42% to $94.7 million during
the  nine  months  ended September 1999  from  $163.4  million
during  the  comparable  period in  1998.  Such  decrease  was
primarily attributed to an increase in the redundancy in prior

                                    PAGE 14

<PAGE>
year  loss  reserves,  a  decline in  losses  paid,  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
27,102  at  September  30,  1999. The  pool  notice  inventory
increased   from  6,524  at December 31,  1998  to  10,030  at
September  30,  1999, attributable to defaults on  new  agency
pool insurance written during 1997 and 1998.  At September 30,
1999, 62% of MGIC's insurance in force was written during  the
preceding  eleven quarters, compared to 55% at  September  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  $153.5
million  in  the nine months ended September 1999 from  $137.2
million  in the same period of 1998, an increase of 12%.  This
increase  was  primarily  due  to  increases  associated  with
contract and field office underwriting expenses.

     Interest expense increased to $14.8 million in  the  nine
months ended September 1999 from $12.4 million during the same
period  in  1998 due to a higher weighted average  outstanding
notes  payable balance during the nine months ended  September
30, 1999 compared to the comparable period in 1998.

     The  Company  utilized  financial derivative transactions
during  the  nine  months ended September 1999  consisting  of
interest rate swaps to reduce and manage interest rate risk on
its  notes  payable.  During the nine months  ended  September
1999,  earnings on such transactions aggregated  approximately
$3.0  million  and were netted against interest  expense.  See
note 2 to the consolidated financial statements.

    The consolidated insurance operations loss ratio was 16.1%
for the nine months ended September 1999 compared to 28.7% for
the  comparable  period  in 1998. The  consolidated  insurance
operations  expense and combined ratios were 20.3% and  36.4%,
respectively,  for  the  nine  months  ended  September   1999
compared to 19.2% and 47.9% for the comparable period in 1998.

     The  effective tax rate was 30.8% during the nine  months
ended  September  1999, compared to 30.6% for  the  comparable
period  in 1998.  During both periods, the effective tax  rate
was  below the statutory rate of 35%, reflecting the  benefits
of tax-preferenced investment income. The higher effective tax
rate  in 1999 resulted from a lower 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  $365.6  million  for  the  nine  months  ended
September 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

                                    PAGE 15

<PAGE>
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
September  30,  1999  and December 31, 1998.   The  investment
portfolio  includes unrealized losses on securities marked  to
market  at  September 30, 1999 of $12.2 million and unrealized
gains  on securities marked to market at December 31, 1998  of
$145.5  million.   As of September 30, 1999, the  Company  had
$118.3 million of short-term investments with maturities of 90
days  or  less. In addition, at September 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, Sherman  Financial
Group LLC, and Customers Forever, LLC ("joint ventures")  were
$106.6  million  in  aggregate at September  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  and
Chapter 13 bankruptcy debt. MGIC is guaranteeing one half of a
$50  million  Sherman  credit facility that  is  scheduled  to
expire  in  December 1999.  Customers Forever,  LLC,  a  joint
venture  with  Marshall & Ilsley Corporation,  established  in
August  1999,  is  an  Internet-focused  transaction  services
company   dedicated  to  helping  large  residential  mortgage
servicers   retain  and  enhance  relationships   with   their
customers  nationwide.   The  Company  expects  that  it  will
provide additional funding to the joint ventures.

     Consolidated loss reserves decreased to $673.0 million at
September  30, 1999 from $681.3 million at December  31,  1998
reflecting  a  decrease  in primary  loss  reserves  partially
offset by an increase in pool loss reserves.  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 $2.6 million from
$183.7  million  at  December 31, 1998 to  $181.1  million  at
September  30,  1999, primarily reflecting the continued  high
level of monthly premium policies written, for which there  is
no unearned premium offset by an increase in unearned premiums
for agency pool insurance written. Reinsurance recoverable  on
unearned  premiums  decreased  $1.9 million to $6.9 million at
September  30,  1999 from $8.8 million at December  31,  1998,
primarily reflecting the reduction in unearned premiums.

      Consolidated  shareholders'  equity  increased  to  $1.7
billion  at September 30, 1999, from $1.6 billion at  December
31,  1998,  an  increase  of 5%.  This increase  consisted  of
$336.3  million of net income during the first nine months  of
1999  and  $3.5 million from the reissuance of treasury  stock
offset  by approximately $150.0 million for the repurchase  of
approximately 3.6 million shares of the Company's  outstanding

                                    PAGE 16

<PAGE>
common   stock,  a  decrease  in  net  unrealized   gains   on
investments  of  $102.5  million, net of  tax,  and  dividends
declared of $8.2 million.

     In  September 1999, the Company repurchased approximately
3.6  million  shares of its outstanding common  stock  from  a
financial intermediary at a total cost of approximately $150.0
million,  subject  to  a  market price  adjustment  provision.
Funds  to  repurchase the shares were provided  from  internal
sources.  The Company's Board of Directors has authorized  the
repurchase  of  approximately 2.3 million  additional  shares.
Funds to purchase these shares are expected to be provided  by
cash flow and bank borrowings.

    MGIC is the principal insurance subsidiary of the Company.
MGIC's risk-to-capital ratio was 12.5:1 at September 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 $1.9 billion, net  of
reinsurance, during the first nine months of 1999.

      The   Company's   combined   insurance   risk-to-capital
ratio was 13.4:1 at September 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.

    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,

                                    PAGE 17

<PAGE>


    - 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,

    - whether   the  GSE  influences  the  mortgage  lender's
      selection  of  the  mortgage insurer providing  coverage
      and,  if  so, any transactions that are related to  that
      selection,

    - 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,

                                     PAGE 18

<PAGE>

    - 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.

     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

                                    PAGE 19

<PAGE>
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.  There can be no assurance that the  Company
will  not be subject to litigation or that any litigation will
not  be  material.  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.

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 third quarter of 1999.  All reprogrammed systems have been
implemented,  i.e., are currently in use at the  Company.   In
order   to   provide  additional  assurance  that  Year   2000
compliance has been maintained, the Company retested  critical
systems in October 1999 and will exercise  control over system
changes for the remainder of the year.

     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.

                                     PAGE 20

<PAGE>
     All  costs incurred through September 1999 for IT Systems
for   Year  2000  compliance  have  been  expensed  and   were
immaterial.   The costs of the remaining quality  control  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.

     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  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.

The  foregoing  statements  are  designated  as  a  Year  2000
Readiness  Disclosure  pursuant to the Year  2000  Information
Readiness Disclosure Act.

                                     PAGE 21

<PAGE>

I
TEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK

     At September 30, 1999, the Company's derivative financial
instruments in its investment portfolio were immaterial.   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 September 30, 1999, the effective duration  of
the  Company's investment portfolio was 6.2 years.  The effect
of  a  1%  increase/decrease in market  interest  rates  would
result  in  a  6.2%  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.


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 - No reports were  filed  on
           Form  8-K  during the quarter ended  September  30,
           1999.

                                     PAGE 22

<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
November 11, 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 23

<PAGE>

                             INDEX TO EXHIBITS
                                  (Item 6)

Exhibit
Number         Description of Exhibit
-------        ----------------------
 11.1          Statement Re Computation of Net Income
               Per Share

  27           Financial Data Schedule

                                    PAGE 24

<PAGE>




                                                               EXHIBIT 11.1

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

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

BASIC EARNINGS PER SHARE
Average common shares outstanding   108,533   111,417     108,863   113,184
                                   ========  ========    ========  ========
Net income                         $122,909  $ 96,492    $336,261  $285,751
                                   ========  ========    ========  ========
Basic earnings per share           $   1.13  $   0.87    $   3.09  $   2.52
                                   ========  ========    ========  ========
DILUTED EARNINGS PER SHARE

Adjusted shares outstanding:
  Average common shares outstanding 108,533   111,417     108,863   113,184
  Net shares to be issued upon
    exercise of dilutive stock
    options after applying
    treasury stock method             1,728     1,278       1,130     1,544
                                   --------  --------    --------  --------
  Adjusted shares outstanding       110,261   112,695     109,993   114,728

Net income                         $122,909  $ 96,492    $336,261  $285,751
                                   ========  ========    ========  ========
Diluted earnings per share         $   1.11  $   0.86    $   3.06  $   2.49
                                   ========  ========    ========  ========


<PAGE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM FORM 10-Q FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<DEBT-HELD-FOR-SALE>                         2,624,203
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                      18,241
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                               2,760,738
<CASH>                                         125,060
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                          22,625
<TOTAL-ASSETS>                               3,072,823
<POLICY-LOSSES>                                673,040
<UNEARNED-PREMIUMS>                            181,081
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                411,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       121,111
<OTHER-SE>                                   1,598,547
<TOTAL-LIABILITY-AND-EQUITY>                 3,072,823
<PREMIUMS>                                     588,789
<INVESTMENT-INCOME>                            114,845
<INVESTMENT-GAINS>                               3,401
<OTHER-INCOME>                                  39,946
<BENEFITS>                                      94,706
<UNDERWRITING-AMORTIZATION>                      1,440
<UNDERWRITING-OTHER>                           152,031
<INCOME-PRETAX>                                485,713
<INCOME-TAX>                                   149,452
<INCOME-CONTINUING>                            336,261
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   336,261
<EPS-BASIC>                                       3.09
<EPS-DILUTED>                                     3.06
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0