EXPLANATORY NOTE

     This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (File No. 333-149506) filed by MGIC Investment Corporation with the Securities and Exchange Commission (the “Commission”) on March 3, 2008, as amended, which was declared effective by the Commission on March 24, 2008, are incorporated herein by reference.

Certification

     Pursuant to Rule 3a(c) of the Commission’s Informal and Other Procedures [17 CFR 202.3a(c)] under the Securities Act of 1933, the registrant hereby certifies that (i) it has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this registration statement by a wire transfer of such amount from the registrant’s account to U.S. bank, the U.S. Treasury designated lockbox depository, as soon as practicable, but no later than March 25, 2008, (ii) the registrant will not revoke such instructions; and (iii) the registrant has sufficient funds in such account to cover the amount of such filing fee.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on March 25, 2008.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on March 25, 2008.

Signature		Title
*   Curt S. Culver		Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
*   J. Michael Lauer		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
*   Joseph J. Komanecki		Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
*   James A. Abbott		Director
*   Karl E. Case		Director
*   David S. Engleman		Director
Thomas M. Hagerty		Director
*   Kenneth M. Jastrow, II		Director
*   Daniel P. Kearney		Director
*   Michael E. Lehman		Director
*   William A. McIntosh		Director
*   Leslie M. Muma		Director
*   Donald T. Nicolaisen		Director

INDEX TO EXHIBITS

Exhibit
No.		Description
(5)		Opinion of Foley & Lardner LLP (including consent of counsel)
(23.1)		Consent of Foley & Lardner LLP (filed as part of Exhibit (5))
(23.2)		Consent of PricewaterhouseCoopers LLC
(24)		Power of Attorney (included on the signature page to Registration Statement No. 333-149506).

				ATTORNEYS AT LAW
				777 EAST WISCONSIN AVENUE
				MILWAUKEE, WI 53202-5306
				414.271.2400 TEL
				414.297.4900 FAX
				www.foley.com

March 25, 2008

MGIC Investment Corporation
MGIC Plaza
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202

Ladies and Gentlemen:

     We have acted as counsel for MGIC Investment Corporation, a Wisconsin corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-1 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the public offering of up to $80,500,000 aggregate offering price of shares of the Company’s common stock, $1.00 par value (the “Offering Shares”), and related Common Stock Purchase Rights (the “Rights”). The terms of the Rights are set forth in that certain Rights Agreement, dated as of July 22, 1999 by and between the Company and Wells Fargo Bank Minnesota, National Association, as successor Rights Agent to Firstar Bank Milwaukee, N.A., now known as U.S. Bank National Association, as amended (the “Rights Agreement”).

     In connection with our representation, we have examined: (1) the Registration Statement; (2) the Company’s Articles of Incorporation and Amended and Restated Bylaws, each as amended to date; (3) the Rights Agreement; (4) resolutions of the Company’s Board of Directors relating to the authorization of the issuance of the Offering Shares and the accompanying Rights subject to the Registration Statement; and (5) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

     Based upon the foregoing, we are of the opinion that:

     1. The Company is a corporation validly existing under the laws of the State of Wisconsin.

     2. The Offering Shares covered by the Registration Statement when issued and paid for in the manner contemplated in the Registration Statement and the Company’s Registration Statement on Form S-1 (Reg. No. 333-149506), will be validly issued, fully paid and nonassessable.

     3. The Rights attached to the Offering Shares, when issued pursuant to the Rights Agreement, will be validly issued.

BOSTON		LOS ANGELES		SACRAMENTO		TALLAHASSEE
BRUSSELS		MADISON		SAN DIEGO		TAMPA
CHICAGO		MILWAUKEE		SAN DIEGO/DEL MAR		TOKYO
DETROIT		NEW YORK		SAN FRANCISCO		WASHINGTON, D.C.
JACKSONVILLE		ORLANDO		SILICON VALLEY

MGIC Investment Corporation
March 25, 2008
Page 2

     We consent to the use of this opinion as an exhibit to the Registration Statement and to references to our firm therein. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated February 29, 2008 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in MGIC Investment Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007. We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
March 24, 2008