FORM 4

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

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

MacLeod, James S.

2. Issuer Name and Ticker or Trading Symbol
MGIC Investment Corporation (MTG)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Executive Vice President-Field Operations of Mortgage Guaranty Insurance Corporation, a Subsidiary of the Issuer

(Last)      (First)     (Middle)

MGIC Plaza
250 East Kilbourn Avenue

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Milwaukee, WI 53202

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

01/22/03

A⁽¹⁾

16,000

A

N/A

D

Common Stock

01/23/03

F

419

D

$43.54

26,428

D

Common Stock

N/A

18,723.2787⁽²⁾

I

By Issuer's Profit Sharing and Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (Right to Buy)

$36.4375

N/A

 ⁽³⁾

01/22/07

Common Stock

60,000

60,000

D

Employee Stock Option (Right to Buy)

$46.0625

N/A

 ⁽⁴⁾

05/05/09

Common Stock

25,000

25,000

D

Employee Stock Option (Right to Buy)

$45.375

N/A

 ⁽⁵⁾

01/26/10

Common Stock

50,000

50,000

D

Employee Stock Option (Right to Buy)

$57.88

N/A

 ⁽⁶⁾

01/24/11

Common Stock

25,000

25,000

D

Employee Stock Option (Right to Buy)

$63.80

N/A

 ⁽⁷⁾

01/23/12

Common Stock

60,000

60,000

D

Employee Stock Option (Right to Buy)

$43.70

01/22/03

A

40,000

 ⁽⁸⁾

01/22/13

Common Stock

40,000

40,000

D

Explanation of Responses:

(1) These shares were awarded to the reporting person pursuant to the Issuer's 2002 Stock Incentive Plan. Each share is subject to certain restrictions and may not be sold or transferred prior to the date on which the restrictions lapse. The restrictions will lapse on each of the next five anniversary dates of this award at a rate equal to (a) the number of shares awarded multiplied by (b) the Issuer's diluted earnings per share for the year prior to such anniversary, excluding realized gains and losses, divided by $34.92. Any shares that have not vested by the fifth such anniversary shall not vest.
(2) Number of shares as of December 31, 2002.
(3) This option was granted to the reporting person under the Issuer's 1991 Stock Incentive Plan and is vested and exercisable in full.
(4) This option was granted to the reporting person under the Issuer's 1991 Stock Incentive Plan and one-fifth of the option vests on May 5 of each of the five years beginning in 2000.
(5) This option was granted to the reporting person under the Issuer's 1991 Stock Incentive Plan. Vesting of the option may occur on January 26 of each of the five years beginning in 2001, at a rate equal to the percent which the Issuer's earnings per share for the prior fiscal year was of $31.21, and subject to at least a 10% increase in the Issuer's earnings per share from the prior fiscal year. Any portion of the option which has not been vested at January 26, 2005 will become vested on January 26, 2009.
(6) This option was granted to the reporting person under the Issuer's 1991 Stock Incentive Plan and one-fifth of the option vests on January 24 of each of the five years beginning in 2002.
(7) This option was granted to the reporti ng person under the Issuer's 1991 Stock Incentive Plan and one-fifth of the option vests on January 23 of each of the five years beginning in 2003.
(8) This option was granted to the reporting person under the Issuer's 2002 Stock Incentive Plan and one-fifth of the option vests on January 22 of each of the five years beginning in 2004.
(9) This form is signed by the reporting person's attorney-in-fact pursuant to the attached power of attorney.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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