SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

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


                     Date of Report
                     (Date of earliest
                     event reported):        July 22, 1999


                           MGIC Investment Corporation
             (Exact name of registrant as specified in its charter)


   Wisconsin                      1-10816                        39-1486475
(State or other               (Commission File                 (IRS Employer
jurisdiction of                    Number)                  Identification No.)
incorporation)


              250 East Kilbourn Avenue, Milwaukee, Wisconsin 53202
          (Address of principal executive offices, including zip code)


                                 (414) 347-6480
                         (Registrant's telephone number)




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Item 5.  Other Events.

         On July 22, 1999, the Board of Directors of MGIC Investment Corporation
(the  "Company")  declared a  dividend  of one common  share  purchase  right (a
"Right") for each  outstanding  share of common stock,  $1.00 par value,  of the
Company (the "Common Shares").  The dividend is payable on August 9, 1999 to the
shareholders of record on that date (the "Record Date"). Each Right entitles the
registered  holder to purchase from the Company one-half of one Common Share, at
a price of $225 per Common Share  (equivalent  to $112.50 for each one-half of a
Common Share), subject to adjustment (the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement dated July 22, 1999 (the
"Rights Agreement"),  between the Company and Firstar Bank Milwaukee,  N. A., as
Rights Agent (the "Rights Agent").

         Until  the  earlier  to  occur  of  (i)  10  days  following  a  public
announcement  that a person or group of affiliated or associated  persons (other
than the Company, a subsidiary of the Company or an employee benefit plan of the
Company  or a  subsidiary)  (an  "Acquiring  Person")  has  acquired  beneficial
ownership  of  15% or  more  of  the  outstanding  Common  Shares  (the  "Shares
Acquisition  Date")  or (ii) 10  business  days  (or such  later  date as may be
determined by action of the Company's  Board of Directors  prior to such time as
any person  becomes an  Acquiring  Person)  following  the  commencement  of, or
announcement  of an  intention  to make,  a tender  offer or exchange  offer the
consummation  of which would result in the  beneficial  ownership by a person or
group  (other  than the  Company,  a  subsidiary  of the  Company or an employee
benefit plan of the Company or a subsidiary) of 15% or more of such  outstanding
Common Shares (the earlier of such dates being called the "Distribution  Date"),
the  Rights  will  be  evidenced,  with  respect  to  any of  the  Common  Share
certificates   outstanding   as  of  the  Record  Date,  by  such  Common  Share
certificate.

         The Rights Agreement  provides that,  until the Distribution  Date, the
Rights  will be  transferred  with and only with the  Common  Shares.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  new
Common Share  certificates  issued after the Record Date,  upon  transfer or new
issuance of Common  Shares,  will  contain a notation  incorporating  the Rights
Agreement by reference.  Until the Distribution  Date (or earlier  redemption or
expiration of the Rights),  the surrender for transfer of any  certificates  for
Common Shares,  outstanding  as of the Record Date,  even without such notation,
will also  constitute  the  transfer  of the Rights  associated  with the Common
Shares  represented by such  certificate.  As soon as practicable  following the
Distribution  Date,   separate   certificates   evidencing  the  Rights  ("Right
Certificates")  will be mailed to holders  of record of the Common  Shares as of
the  close  of  business  on the  Distribution  Date  and  such  separate  Right
Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on July 22, 2009 (the "Final  Expiration  Date"),  unless the Rights
are earlier  redeemed or exchanged by the  Company,  or the Rights  Agreement is
amended, in each case as described below.

         The Purchase  Price  payable,  and the number of Common Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
dividend on, or a subdivision,  combination or  reclassification  of, the Common
Shares; (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase  Common  Shares at a price,  or securities
convertible  into Common  Shares  with a  conversion  price,  less than the then
current market price of the Common  Shares;  or (iii) upon the  distribution  to
holders of the Common Shares of evidences of indebtedness  or assets  (excluding

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regular  quarterly cash  dividends or dividends  payable in Common Shares) or of
subscription rights or warrants (other than those referred to above).

         In the event that any person  becomes an  Acquiring  Person (a "Flip-In
Event"),  holders of Rights will thereafter  generally have the right to receive
upon exercise that number of Common Shares (or, in certain  circumstances  cash,
property  or other  securities  of the Company or a  reduction  in the  Purchase
Price)  having a market  value of two times  the then  current  Purchase  Price.
Notwithstanding  any of the  foregoing,  following  the  occurrence of a Flip-In
Event all Rights  that are, or (under  certain  circumstances  specified  in the
Rights  Agreement)  were,  or  subsequently  become  beneficially  owned  by  an
Acquiring Person, related persons and transferees will be null and void.

         In the event that, at any time following the Shares  Acquisition  Date,
(i)  the  Company  is  acquired  in  a  merger  or  other  business  combination
transaction or (ii) 50% or more of its consolidated  assets or earning power are
sold (the events  described  in clauses  (i) and (ii) are herein  referred to as
"Flip-Over  Events"),  proper  provision  will be made so that holders of Rights
will (subject to the limitations set forth in the Rights  Agreement)  thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
Purchase Price,  that number of shares of common stock of the acquiring  company
which at the time of such  transaction will have a market value of two times the
then current Purchase Price.

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such  Purchase  Price.  No fractional  Common Shares will be issued.  In lieu of
fractional  Common  Shares  equal  to  one-half  of a Common  Share or less,  an
adjustment  in cash will be made based on the market price of the Common  Shares
on the last  trading  day  prior  to the  date of  exercise.  No  Rights  may be
exercised that would entitle the holder  thereof to any fractional  Common Share
greater  than  one-half of a Common  Share unless  concurrently  therewith  such
holder purchases an additional  fraction of a Common Share,  which when added to
the  number  of Common  Shares to be  received  upon  such  exercise,  equals an
integral number of Common Shares.

         The Purchase Price is payable by certified check, cashier's check, bank
draft or money order or, if so  provided  by the  Company,  the  Purchase  Price
following the occurrence of a Flip-In Event and until the first  occurrence of a
Flip-Over Event may be paid in Common Shares having an equivalent value.

         At any time after a person becomes an Acquiring Person and prior to the
acquisition  by any Acquiring  Person of 50% or more of the  outstanding  Common
Shares,  the Board of Directors  of the Company may  exchange the Rights  (other
than Rights owned by any Acquiring  Person which have become void),  in whole or
in part,  at an  exchange  ratio of one  Common  Share  per  Right  (subject  to
adjustment).

         At any time prior to a person becoming an Acquiring  Person,  the Board
of Directors of the Company may redeem the Rights in whole,  but not in part, at
a price of $.001 per Right  (the  "Redemption  Price").  The  redemption  of the
Rights  may be made  effective  at  such  time,  on such  basis

                                      -3-


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and with such  conditions as the Board of Directors in its sole  discretion  may
establish.  Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

         Other than amendments that would change the Redemption Price or move to
an earlier  date the  expiration  of the Rights,  the terms of the Rights may be
amended by the Board of  Directors  of the  Company  without  the consent of the
holders  of the  Rights,  including  an  amendment  to lower the  threshold  for
exercisability  of the Rights  from 15% to not less than 10%,  with  appropriate
exceptions for any person then beneficially owning a percentage of the number of
Common  Shares  then  outstanding  equal to or in excess  of the new  threshold,
except that from and after the Distribution Date no such amendment may adversely
affect the interests of the holders of the Rights.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         As of June 30, 1999,  there were  109,077,962  Common Shares issued and
outstanding   (and  6,852,772   Common  Shares  reserved  for  issuance).   Each
outstanding  Common Share on the Record Date will receive one Right.  As long as
the Rights are attached to the Common  Shares,  the Company will issue one Right
for each Common Share which becomes  outstanding between the Record Date and the
Distribution Date so that all such shares will have attached Rights.

         The Rights have certain  anti-takeover  effects.  The Rights will cause
substantial  dilution to a person or group that  attempts to acquire the Company
without  conditioning  the offer on redemption of the Rights or on a substantial
number of Rights being acquired. The Rights should not interfere with any merger
or other business  combination approved by the Board of Directors of the Company
prior to the time that the Rights may not be redeemed (as described above) since
the  Board of  Directors  may,  at its  option,  at any time  until  the  Shares
Acquisition Date redeem all but not less than all the then outstanding Rights at
$.001 per Right.  The  Rights are  designed  to  provide  additional  protection
against abusive takeover tactics such as offers for all shares at less than full
value or at an inappropriate time (in terms of maximizing long-term  shareholder
value),  partial tender offers and selective open-market  purchases.  The Rights
are intended to assure that the Company's  Board of Directors has the ability to
protect  shareholders and the Company if efforts are made to gain control of the
Company in a manner  that is not in the best  interests  of the  Company and its
shareholders.

         The  Rights  Agreement   between  the  Company  and  the  Rights  Agent
specifying the terms of the Rights will be filled as an exhibit to the Company's
Form 8-A relating to the registration of the Rights.  The foregoing  description
of the Rights does not purport to be complete  and is  qualified in its entirety
by reference to such exhibit.

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Item 7.  Financial Statements and Exhibits.

         (a)      Not applicable.

         (b)      Not applicable.

         (c)      None.


                                      -5-

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                                   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 hereunto duly authorized.

                                      MGIC INVESTMENT CORPORATION



Date:  July 26, 1999                  By:/s/Jeffrey H. Lane
                                         Jeffrey H. Lane
                                         Senior Vice President, General Counsel
                                           and Secretary



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