Sec Form 4 Filing - MACLEOD JAMES S @ MGIC INVESTMENT CORP - 2004-01-22

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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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1. Name and Address of Reporting Person MACLEOD JAMES S 2. Issuer Name and Ticker or Trading Symbol MGIC INVESTMENT CORP [ MTG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP of Subsidiary (Last) (First) (Middle) MGIC PLAZA, 250 EAST KILBOURN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/22/2004 (Street) MILWAUKEE, WI53202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership 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 01/22/2004 F 723 D $ 69.57 24,867 D Common Stock 18,765.8242 ( 1 ) 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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 46.0625 ( 2 ) 05/05/2009 Common Stock 25,000 25,000 D Employee Stock Option (Right to Buy) $ 45.375 ( 3 ) 01/26/2010 Common Stock 50,000 50,000 D Employee Stock Option (Right to Buy) $ 57.88 ( 4 ) 01/24/2011 Common Stock 25,000 25,000 D Employee Stock Option (Right to Buy) $ 63.8 ( 5 ) 01/23/2012 Common Stock 60,000 60,000 D Employee Stock Option (Right to Buy) $ 43.7 ( 6 ) 01/22/2013 Common Stock 40,000 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MACLEOD JAMES S MGIC PLAZA 250 EAST KILBOURN AVENUE MILWAUKEE, WI53202 Executive VP of Subsidiary Signatures Dan D. Stilwell, Attorney-in-fact 01/22/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Number of shares as of December 31, 2003. ( 2 )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. ( 3 )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. ( 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 January 24 of each of the five years beginning in 2002. ( 5 )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 23 of each of the five years beginning in 2003. ( 6 )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.

Remarks: The reporting person serves as Executive Vice President - Field Operations of the Issuer's principal operating subsidiary, Mortgage Guaranty Insurance Corporation. This Form 4 is being signed by the reporting person's attorney-in-fact pursuant to a previously filed power of attorney.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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