As filed with the Securities and Exchange Commission on June 9, 2006
                                                     Registration No. 333-
-------------------------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               TRIAD GUARANTY INC.
             (Exact Name of Registrant as Specified in its Charter)

                   DELAWARE                           56-1838519
           (State of Incorporation)      (I.R.S. Employer Identification Number)

                            101 SOUTH STRATFORD ROAD
                       WINSTON-SALEM, NORTH CAROLINA 27104
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

             TRIAD GUARANTY INC. 2006 LONG-TERM STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                  Earl F. Wall
              Senior Vice President, Secretary and General Counsel
                               Triad Guaranty Inc.
                            101 South Stratford Road
                       Winston-Salem, North Carolina 27104
                                 (336) 723-1282
           (Name, Address, and Telephone Number of Agent For Service)

                                   Copies to:
                            Michael K. Renetzky, Esq.
                            Lord, Bissell & Brook LLP
                             111 South Wacker Drive
                             Chicago, Illinois 60606
                                 (312) 443-0700

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of      |                |                |   Proposed   |
securities    |                |Proposed maximum|   maximum    |  Amount of
to  be        |  Amount to be  | offering price |  aggregate   | registration
registered    | registered (1) | per share (2)  |offering price|    fee
--------------|----------------|----------------|--------------|----------------
Common Stock, |                |                |              |
$0.01 par     |                |                |              |
value per     |                |                |              |
share         |   1,091,400    |     $53.19     | $58,051,566  |$6,211.52 (3)(4)
--------------|----------------|----------------|--------------|----------------

(1)  Pursuant  to Rule 416  promulgated  under the  Securities  Act of 1933,  as
     amended (the  "Securities  Act"),  this  registration  statement shall also
     cover any additional  shares of common stock that become issuable by reason
     of any stock  dividend,  stock  split,  recapitalization  or other  similar
     transaction.

<PAGE>

(2)    Computed pursuant to Rule 457(c) and (h) promulgated under the Securities
       Act, based upon the average of the high price and the low price of the
       Registrant's common stock as reported by the Nasdaq Stock Market on June
       6, 2006.

(3)  Calculated  under  Section  6(b) of the  Securities  Act as 0.000107 of the
     proposed maximum aggregate offering price.

(4)  Of the  total  of  1,091,400  shares  registered  under  this  registration
     statement,  a total of 86,024 shares were previously  authorized  under the
     Registrant's 1993 Stock Incentive Plan, as amended,  and registered under a
     Registration  Statement  on Form S-8 (File No.  333-73548)  filed  with the
     Securities  and  Exchange  Commission  on  November  16,  2001 (the  "Prior
     Registration  Statement"),   and  the  balance  of  the  shares  are  newly
     registered  shares.  Such 86,024 shares (the "Carried Forward Shares") have
     not been  offered or sold  pursuant  to the Prior  Registration  Statement.
     Pursuant  to Rule  457(p),  the  registration  fee of  $6,211.52  for  this
     registration   statement  is  offset  by  a  registration  fee  of  $697.44
     previously paid by the Registrant for the Prior Registration Statement with
     respect to the Carried Forward Shares.  Accordingly,  a registration fee of
     $5,514.08 is being paid herewith.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
will be sent or given to employees,  officers,  directors or others as specified
by  Rule  428(b)(1).  In  accordance  with  the  rules  and  regulations  of the
Securities and Exchange  Commission (the  "Commission")  and the instructions to
Form S-8, such documents are not being filed with the Commission  either as part
of this  registration  statement or as  prospectuses  or prospectus  supplements
pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant  hereby  incorporates  by reference  into this  registration
statement the documents  listed below which have  previously been filed with the
Commission:

     1.   The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2005, as amended;

     2.   The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2006;

     3.   The Registrant's Current Reports on Form 8-K filed with the Commission
          on January 11, 2006,  March 2, 2006,  April 5, 2006,  May 23, 2006 and
          May 25, 2006; and

     4.   The description of the Registrant's  Common Stock, $0.01 par value per
          share,   contained  in  the  Registrant's  Form  8-A  filed  with  the
          Commission  on September 7, 1993,  including  any  amendment or report
          filed for the purpose of updating such description.

     In addition,  each document or report  subsequently filed by the Registrant
with the  Commission  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act") after the date
of this  registration  statement,  but prior to the  filing of a  post-effective
amendment to this  registration  statement  which  indicates that all securities
offered by this  registration  statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference into this  registration  statement and to be part hereof from the date
of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.




                                       1
<PAGE>


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Section 145 of the Delaware  General  Corporation  Law, a corporation
may indemnify a director,  officer, employee or agent of the corporation who was
or is a party or is  threatened  to be made a party to an action  (other than an
action by or in the right of the corporation) by reason of his or her service to
the corporation,  against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her if
he or she acted in good faith and in a manner he or she  reasonably  believed to
be in or not opposed to the best interest of the  corporation  and, with respect
to any criminal action or proceeding,  had no reasonable cause to believe his or
her conduct was unlawful.

     In the case of an action brought by or in the right of a  corporation,  the
corporation  may  indemnify  a  director,  officer,  employee  or  agent  of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred  by him or her if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  a  court  finds  that,  in  view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses as the court shall deem proper.

     Section  102 of the  Delaware  General  Corporation  Law permits a Delaware
corporation  to  include  in  its  certificate  of   incorporation  a  provision
eliminating  or  limiting  a  director's  liability  to  a  corporation  or  its
stockholders  for monetary  damages for breaches of fiduciary duty. The enabling
statute provides,  however,  that liability for breaches of the duty of loyalty,
acts or omissions  not in good faith or  involving  intentional  misconduct,  or
knowing  violation  of the law,  and the receipt of improper  personal  benefits
cannot be eliminated or limited in this manner.

     The Registrant's  Certificate of  Incorporation,  as amended,  provides for
broad  indemnification  of the directors  and officers of the  Registrant to the
fullest extent permitted by current  Delaware law. The Registrant's  Certificate
of  Incorporation,  as amended,  also  eliminates  the  personal  liability of a
director to the Registrant or its stockholders, under certain circumstances, for
monetary damages for breach of fiduciary duty as a director.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable






                                       2
<PAGE>





ITEM 8.   EXHIBITS.


4.1       Form of Common Stock Certificate (incorporated by reference to Exhibit
          4(a) to the  Registrant's  Registration  Statement  on Form S-1  filed
          October 22, 1993 and amendments thereto).

4.2       Article Four of the  Registrant's  Certificate  of  Incorporation,  as
          amended  (incorporated by reference to Exhibit 3.1 to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1997).

4.3       Triad Guaranty Inc. 2006 Long-Term Stock Incentive Plan  (incorporated
          by reference to Exhibit 10.35 to the  Registrant's  Form 8-K filed May
          23, 2006).

5.1       Opinion of Lord, Bissell & Brook LLP.

23.1      Consent of Independent Registered Public Accounting Firm.

23.2      Consent of Lord, Bissell & Brook LLP (included in Exhibit 5.1).

24.1      Power of Attorney (included on signature page).

ITEM 9.   UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     A. (1) To file,  during any period in which offers or sales are being made,
a post-effective  amendment to this registration  statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act; (ii) to reflect
in the  prospectus  any facts or events arising after the effective date of this
registration  statement (or the most recent  post-effective  amendment  thereof)
which,  individually or in the aggregate,  represent a fundamental change in the
information  set  forth  in this  registration  statement.  Notwithstanding  the
foregoing,  any  increase or decrease  in volume of  securities  offered (if the
total  dollar  value of  securities  offered  would not  exceed  that  which was
registered) and any deviation from the low or high end of the estimated  maximum
offering  range  may be  reflected  in the  form of  prospectus  filed  with the
Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
and price  represent  no more than 20 percent  change in the  maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective registration statement;  and (iii) to include any material information
with  respect  to the plan of  distribution  not  previously  disclosed  in this
registration  statement  or any  material  change  to such  information  in this
registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.


                                       3
<PAGE>





     B. That,  for purposes of  determining  any liability  under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Winston-Salem,  State of North Carolina,  on June 9,
2006.

                                     Triad Guaranty Inc.


                                     By:   /s/ MARK K. TONNESEN
                                        ---------------------------------------
                                     Name: Mark K. Tonnesen
                                     Its:  President and Chief Executive Officer



                                       4
<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby constitutes and appoints Earl F. Wall and Kenneth W. Jones and each
of  them  with  power  to  act  without  the  other,  as  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including, without limitation,  post-effective amendments) to
this  registration  statement,  and to file the  same,  or cause to be filed the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with  the   Securities  and  Exchange   Commission,   granting  unto  each  said
attorney-in-fact  and agent full power to do and perform  each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that any said  attorney-in-fact  and agent or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

Name and Capacity                                            Date
----------------                                             ----

    /s/ WILLIAM T. RATLIFF,III                               June 9, 2006
------------------------------------
William T. Ratliff, III
Chairman of the Board

    /s/ MARK K. TONNESEN                                     June 9, 2006
------------------------------------
Mark K. Tonnesen
President and Chief Executive Officer, Director

    /s/ KENNETH W. JONES                                     June 9, 2006
------------------------------------
Kenneth W. Jones
Senior Vice President and Chief Financial Officer

    /s/ GLENN T. AUSTIN                                     June 9, 2006
------------------------------------
Glenn T. Austin, Jr.
Director

    /s/ ROBERT T. DAVID                                      June 9, 2006
------------------------------------
Robert T. David
Director

    /s/ MICHAEL A. F. ROBERTS                                June 9, 2006
------------------------------------
Michael A. F. Roberts
Director

    /s/ RICHARD S. SWANSON                                   June 9, 2006
------------------------------------
Richard S. Swanson
Director

    /s/ DAVID W. WHITEHURST                                  June 9, 2006
------------------------------------
David W. Whitehurst
Director


                                       5
<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT
NUMBER    DESCRIPTION OF EXHIBIT
-------   ----------------------
 4.1      Form of Common Stock Certificate (incorporated by reference to Exhibit
          4(a) to the  Registrant's  Registration  Statement  on Form S-1  filed
          October 22, 1993 and amendments thereto).

 4.2      Article Four of the  Registrant's  Certificate  of  Incorporation,  as
          amended  (incorporated by reference to Exhibit 3.1 to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1997).

 4.3      Triad Guaranty Inc. 2006 Long-Term Stock Incentive Plan  (incorporated
          by reference to Exhibit 10.35 to the  Registrant's  Form 8-K filed May
          23, 2006).

 5.1      Opinion of Lord, Bissell & Brook LLP.

 23.1     Consent of Independent Registered Public Accounting Firm.

 23.2     Consent of Lord, Bissell & Brook LLP (included in Exhibit 5.1).

 24.1     Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "bodys-8_062006.txt", "description": "S-8 FOR LT STOCK INCENTIVE PLAN", "secsgml_size_bytes": 19624}]
{"company-data": {"conformed-name": "TRIAD GUARANTY INC", "cik": "0000911631", "assigned-sic": "6351", "irs-number": "561838519", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134884", "film-number": "06895717"}, "business-address": {"street1": "101 SOUTH STRATFORD ROAD", "city": "WINSTON-SALEM", "state": "NC", "zip": "27104", "phone": "3367231282"}, "mail-address": {"street1": "101 SOUTH STRATFORD ROAD", "city": "WINSTON-SALEM", "state": "NC", "zip": "27104"}}
As filed with the Securities and Exchange Commission on June 9, 2006
                                                     Registration No. 333-
-------------------------------------------------------------------------------

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               TRIAD GUARANTY INC.
             (Exact Name of Registrant as Specified in its Charter)

                   DELAWARE                           56-1838519
           (State of Incorporation)      (I.R.S. Employer Identification Number)

                            101 SOUTH STRATFORD ROAD
                       WINSTON-SALEM, NORTH CAROLINA 27104
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

             TRIAD GUARANTY INC. 2006 LONG-TERM STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                  Earl F. Wall
              Senior Vice President, Secretary and General Counsel
                               Triad Guaranty Inc.
                            101 South Stratford Road
                       Winston-Salem, North Carolina 27104
                                 (336) 723-1282
           (Name, Address, and Telephone Number of Agent For Service)

                                   Copies to:
                            Michael K. Renetzky, Esq.
                            Lord, Bissell & Brook LLP
                             111 South Wacker Drive
                             Chicago, Illinois 60606
                                 (312) 443-0700

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of      |                |                |   Proposed   |
securities    |                |Proposed maximum|   maximum    |  Amount of
to  be        |  Amount to be  | offering price |  aggregate   | registration
registered    | registered (1) | per share (2)  |offering price|    fee
--------------|----------------|----------------|--------------|----------------
Common Stock, |                |                |              |
$0.01 par     |                |                |              |
value per     |                |                |              |
share         |   1,091,400    |     $53.19     | $58,051,566  |$6,211.52 (3)(4)
--------------|----------------|----------------|--------------|----------------

(1)  Pursuant  to Rule 416  promulgated  under the  Securities  Act of 1933,  as
     amended (the  "Securities  Act"),  this  registration  statement shall also
     cover any additional  shares of common stock that become issuable by reason
     of any stock  dividend,  stock  split,  recapitalization  or other  similar
     transaction.
(2)    Computed pursuant to Rule 457(c) and (h) promulgated under the Securities
       Act, based upon the average of the high price and the low price of the
       Registrant's common stock as reported by the Nasdaq Stock Market on June
       6, 2006.

(3)  Calculated  under  Section  6(b) of the  Securities  Act as 0.000107 of the
     proposed maximum aggregate offering price.

(4)  Of the  total  of  1,091,400  shares  registered  under  this  registration
     statement,  a total of 86,024 shares were previously  authorized  under the
     Registrant's 1993 Stock Incentive Plan, as amended,  and registered under a
     Registration  Statement  on Form S-8 (File No.  333-73548)  filed  with the
     Securities  and  Exchange  Commission  on  November  16,  2001 (the  "Prior
     Registration  Statement"),   and  the  balance  of  the  shares  are  newly
     registered  shares.  Such 86,024 shares (the "Carried Forward Shares") have
     not been  offered or sold  pursuant  to the Prior  Registration  Statement.
     Pursuant  to Rule  457(p),  the  registration  fee of  $6,211.52  for  this
     registration   statement  is  offset  by  a  registration  fee  of  $697.44
     previously paid by the Registrant for the Prior Registration Statement with
     respect to the Carried Forward Shares.  Accordingly,  a registration fee of
     $5,514.08 is being paid herewith.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
will be sent or given to employees,  officers,  directors or others as specified
by  Rule  428(b)(1).  In  accordance  with  the  rules  and  regulations  of the
Securities and Exchange  Commission (the  "Commission")  and the instructions to
Form S-8, such documents are not being filed with the Commission  either as part
of this  registration  statement or as  prospectuses  or prospectus  supplements
pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant  hereby  incorporates  by reference  into this  registration
statement the documents  listed below which have  previously been filed with the
Commission:

     1.   The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2005, as amended;

     2.   The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2006;

     3.   The Registrant's Current Reports on Form 8-K filed with the Commission
          on January 11, 2006,  March 2, 2006,  April 5, 2006,  May 23, 2006 and
          May 25, 2006; and

     4.   The description of the Registrant's  Common Stock, $0.01 par value per
          share,   contained  in  the  Registrant's  Form  8-A  filed  with  the
          Commission  on September 7, 1993,  including  any  amendment or report
          filed for the purpose of updating such description.

     In addition,  each document or report  subsequently filed by the Registrant
with the  Commission  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act") after the date
of this  registration  statement,  but prior to the  filing of a  post-effective
amendment to this  registration  statement  which  indicates that all securities
offered by this  registration  statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference into this  registration  statement and to be part hereof from the date
of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                       1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Section 145 of the Delaware  General  Corporation  Law, a corporation
may indemnify a director,  officer, employee or agent of the corporation who was
or is a party or is  threatened  to be made a party to an action  (other than an
action by or in the right of the corporation) by reason of his or her service to
the corporation,  against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her if
he or she acted in good faith and in a manner he or she  reasonably  believed to
be in or not opposed to the best interest of the  corporation  and, with respect
to any criminal action or proceeding,  had no reasonable cause to believe his or
her conduct was unlawful.

     In the case of an action brought by or in the right of a  corporation,  the
corporation  may  indemnify  a  director,  officer,  employee  or  agent  of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred  by him or her if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  a  court  finds  that,  in  view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses as the court shall deem proper.

     Section  102 of the  Delaware  General  Corporation  Law permits a Delaware
corporation  to  include  in  its  certificate  of   incorporation  a  provision
eliminating  or  limiting  a  director's  liability  to  a  corporation  or  its
stockholders  for monetary  damages for breaches of fiduciary duty. The enabling
statute provides,  however,  that liability for breaches of the duty of loyalty,
acts or omissions  not in good faith or  involving  intentional  misconduct,  or
knowing  violation  of the law,  and the receipt of improper  personal  benefits
cannot be eliminated or limited in this manner.

     The Registrant's  Certificate of  Incorporation,  as amended,  provides for
broad  indemnification  of the directors  and officers of the  Registrant to the
fullest extent permitted by current  Delaware law. The Registrant's  Certificate
of  Incorporation,  as amended,  also  eliminates  the  personal  liability of a
director to the Registrant or its stockholders, under certain circumstances, for
monetary damages for breach of fiduciary duty as a director.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable

                                       2
ITEM 8.   EXHIBITS.

4.1       Form of Common Stock Certificate (incorporated by reference to Exhibit
          4(a) to the  Registrant's  Registration  Statement  on Form S-1  filed
          October 22, 1993 and amendments thereto).

4.2       Article Four of the  Registrant's  Certificate  of  Incorporation,  as
          amended  (incorporated by reference to Exhibit 3.1 to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1997).

4.3       Triad Guaranty Inc. 2006 Long-Term Stock Incentive Plan  (incorporated
          by reference to Exhibit 10.35 to the  Registrant's  Form 8-K filed May
          23, 2006).

5.1       Opinion of Lord, Bissell & Brook LLP.

23.1      Consent of Independent Registered Public Accounting Firm.

23.2      Consent of Lord, Bissell & Brook LLP (included in Exhibit 5.1).

24.1      Power of Attorney (included on signature page).

ITEM 9.   UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     A. (1) To file,  during any period in which offers or sales are being made,
a post-effective  amendment to this registration  statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act; (ii) to reflect
in the  prospectus  any facts or events arising after the effective date of this
registration  statement (or the most recent  post-effective  amendment  thereof)
which,  individually or in the aggregate,  represent a fundamental change in the
information  set  forth  in this  registration  statement.  Notwithstanding  the
foregoing,  any  increase or decrease  in volume of  securities  offered (if the
total  dollar  value of  securities  offered  would not  exceed  that  which was
registered) and any deviation from the low or high end of the estimated  maximum
offering  range  may be  reflected  in the  form of  prospectus  filed  with the
Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
and price  represent  no more than 20 percent  change in the  maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective registration statement;  and (iii) to include any material information
with  respect  to the plan of  distribution  not  previously  disclosed  in this
registration  statement  or any  material  change  to such  information  in this
registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

                                       3
B. That,  for purposes of  determining  any liability  under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is  incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Winston-Salem,  State of North Carolina,  on June 9,
2006.

                                     Triad Guaranty Inc.

                                     By:   /s/ MARK K. TONNESEN
                                        ---------------------------------------
                                     Name: Mark K. Tonnesen
                                     Its:  President and Chief Executive Officer

                                       4
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby constitutes and appoints Earl F. Wall and Kenneth W. Jones and each
of  them  with  power  to  act  without  the  other,  as  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including, without limitation,  post-effective amendments) to
this  registration  statement,  and to file the  same,  or cause to be filed the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with  the   Securities  and  Exchange   Commission,   granting  unto  each  said
attorney-in-fact  and agent full power to do and perform  each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that any said  attorney-in-fact  and agent or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

Name and Capacity                                            Date
----------------                                             ----

    /s/ WILLIAM T. RATLIFF,III                               June 9, 2006
------------------------------------
William T. Ratliff, III
Chairman of the Board

    /s/ MARK K. TONNESEN                                     June 9, 2006
------------------------------------
Mark K. Tonnesen
President and Chief Executive Officer, Director

    /s/ KENNETH W. JONES                                     June 9, 2006
------------------------------------
Kenneth W. Jones
Senior Vice President and Chief Financial Officer

    /s/ GLENN T. AUSTIN                                     June 9, 2006
------------------------------------
Glenn T. Austin, Jr.
Director

    /s/ ROBERT T. DAVID                                      June 9, 2006
------------------------------------
Robert T. David
Director

    /s/ MICHAEL A. F. ROBERTS                                June 9, 2006
------------------------------------
Michael A. F. Roberts
Director

    /s/ RICHARD S. SWANSON                                   June 9, 2006
------------------------------------
Richard S. Swanson
Director

    /s/ DAVID W. WHITEHURST                                  June 9, 2006
------------------------------------
David W. Whitehurst
Director

                                       5
INDEX TO EXHIBITS

EXHIBIT
NUMBER    DESCRIPTION OF EXHIBIT
-------   ----------------------
 4.1      Form of Common Stock Certificate (incorporated by reference to Exhibit
          4(a) to the  Registrant's  Registration  Statement  on Form S-1  filed
          October 22, 1993 and amendments thereto).

 4.2      Article Four of the  Registrant's  Certificate  of  Incorporation,  as
          amended  (incorporated by reference to Exhibit 3.1 to the Registrant's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1997).

 4.3      Triad Guaranty Inc. 2006 Long-Term Stock Incentive Plan  (incorporated
          by reference to Exhibit 10.35 to the  Registrant's  Form 8-K filed May
          23, 2006).

 5.1      Opinion of Lord, Bissell & Brook LLP.

 23.1     Consent of Independent Registered Public Accounting Firm.

 23.2     Consent of Lord, Bissell & Brook LLP (included in Exhibit 5.1).

 24.1     Power of Attorney (included on signature page).