Registration No. 333-__________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ---------------------
                           MGIC INVESTMENT CORPORATION
             (Exact name of registrant as specified in its charter)

                    Wisconsin                         39-1486475
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

            250 East Kilbourn Avenue                                53202
              Milwaukee, Wisconsin                               (Zip Code)
    (Address of principal executive offices)


              MGIC Investment Corporation 1991 Stock Incentive Plan

                                 Jeffrey H. Lane
                     Senior Vice President, General Counsel
                                  and Secretary
                           MGIC Investment Corporation
                            250 East Kilbourn Avenue
                           Milwaukee, Wisconsin 53202
                                 (414) 347-6406
 (Name, address and telephone number, including area code, of agent for service)
                          -----------------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
        Title of                                    Proposed Maximum       Proposed Maximum
    Securities to be          Amount to be           Offering Price            Aggregate              Amount of
       Registered              Registered              Per Share            Offering Price        Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                             <C>                     <C>                <C>                        <C>
Common Stock,
 $1.00 par value                3,000,000               $56.90(1)          $170,700,000(1)            $42,675
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
      Common Stock              3,000,000                 (2)                     (2)                    (2)
    Purchase Rights
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

(1)   Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
      amended, solely for the purpose of calculating the registration fee based
      on the average of the high and low prices of the Common Stock as reported
      on The New York Stock Exchange on February 23, 2001.
(2)   The value attributable to the Common Share Purchase Rights is reflected in
      the market price of the Common Stock to which the Rights are attached.
</TABLE>

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus referred to herein also relates to the Form S-8 Registration
Statement (Registration No. 33-79430).

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

                                      -1-
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration Statement.


                                     PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by MGIC Investment Corporation (the
"Company") with the Commission are hereby incorporated herein by reference:

         1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.

         2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000, filed on May 11, 2000,
August 14, 2000 and November 14, 2000, respectively.

         3. The Company's Current Reports on Form 8-K, dated May 19, 2000,
October 10, 2000, October 17, 2000 and November 16, 2000, filed on May 25, 2000,
October 10, 2000, October 19, 2000 and November 20, 2000, respectively.

         4. The description of the Company's Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A, dated July 25, 1991, filed
with the Commission pursuant to Section 12 of the Securities Exchange Act of
1933, as amended, and any amendments or reports filed for the purpose of
updating such description.

         5. The description of the Company's Common Share Purchase Rights
contained in Item 1 of the Company's Registration Statement on Form 8-A, dated
July 27, 1999, filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1933, as amended, and any amendments or reports filed
for the purpose of updating such description.

         6. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining to be
sold.



                                      -2-
<PAGE>

         A statement contained in any incorporated document shall be modified or
superseded for the purposes of this Registration Statement if it is modified or
superseded by a document which is also incorporated in this Registration
Statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

         Pursuant to the Wisconsin Business Corporation Law and the Company's
by-laws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent such officers or directors are successful in the defense of a
proceeding and (ii) in proceedings in which the director or officer is not
successful in the defense thereof unless it is determined that the director or
officer breached or failed to perform his or her duties to the Company and such
breach or failure constituted: (a) a willful failure to deal fairly with the
Company or its shareowners in connection with a matter in which the director or
officer had a material conflict of interest; (b) a violation of the criminal
law, unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. The Wisconsin Business
Corporation Law specifically states that it is the policy of Wisconsin to
require or permit indemnification in connection with a proceeding involving
securities regulation, as described therein, to the extent required or permitted
as described above. Additionally, under the Wisconsin Business Corporation Law,
directors of the Company are not subject to personal liability to the Company,
its shareowners or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their status as
directors except in circumstances paralleling those in subparagraphs (a) through
(d) outlined above.

         The indemnification provided by the Wisconsin Business Corporation Law
and the Company's by-laws is not exclusive of any other rights to which a
director or officer may be entitled. The general effect of the foregoing
provisions may be to reduce the circumstances which an officer or director may
be required to bear the economic burden of the foregoing liabilities and
expenses.

         The Company maintains a liability insurance policy for its directors
and officers as permitted by Wisconsin law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.

Item 7. Exemption from Registration Claimed.

         Not applicable.



                                      -3-
<PAGE>

Item 8. Exhibits.

         The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.

Item 9. Undertakings.

(a)      The undersigned registrant hereby undertakes:

         (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 of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the 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 the registration statement;
                           and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(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 by the registrant pursuant to Section
                  13 or Section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the registration
                  statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, 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.

(b)      Filings Incorporating Subsequent Exchange Act Documents by Reference.

         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 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.



                                      -4-
<PAGE>

(c)      Statement Required in Connection with Filing of Registration Statement
         on Form S-8.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.



                                      -5-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Milwaukee, and State of Wisconsin, on this 28th day
of February, 2001.


                                    MGIC INVESTMENT CORPORATION



                                    By:   /s/ Jeffrey H. Lane
                                         ----------------------------------
                                         Jeffrey H. Lane
                                         Senior Vice President, General Counsel
                                            and Secretary





                                      -6-
<PAGE>

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by or on behalf of the following
persons in their indicated capacities, all as of February 28, 2001.

         Signature                                                 Title

  /s/ Curt S. Culver             President and Chief Executive
---------------------------      Officer and Director
Curt S. Culver                   (Principal Executive Officer)

 /s/ J. Michael Lauer            Executive Vice President and Chief
---------------------------      Financial Officer
J. Michael Lauer                 (Principal Financial Officer)

 /s/ Patrick Sinks               Senior Vice President, Controller and
---------------------------      Chief Accounting Officer
Patrick Sinks                    (Principal Accounting Officer)

            *
---------------------------
James A. Abbott                  Director

            *
---------------------------
Mary K. Bush                     Director

            *
---------------------------
Karl E. Case                     Director

            *
---------------------------
David S. Engelman                Director

            *
---------------------------
James D. Ericson                 Director

            *
---------------------------
Kenneth M. Jastrow, II           Director

            *
---------------------------
Daniel P. Kearney                Director

            *
---------------------------
Sheldon B. Lubar                 Director

            *
---------------------------
William A. McIntosh              Director

            *
---------------------------
Leslie M. Muma                   Director

            *
---------------------------
Edward J. Zore                   Director


*By   /s/ Jeffrey H. Lane
     ----------------------------
     Jeffrey H. Lane
     Attorney-in-Fact


                                      -7-
<PAGE>

                                  EXHIBIT INDEX

                           MGIC INVESTMENT CORPORATION
                            1991 STOCK INCENTIVE PLAN



 Exhibit No.              Exhibit

    (4.1)      MGIC Investment Corporation 1991 Stock Incentive Plan (as
               amended) [Incorporated by reference to Exhibit 10.7 to the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1999.]

    (4.2)      Rights Agreement, dated as of July 22, 1999, between MGIC
               Investment Corporation and Firstar Bank, Milwaukee, N.A.
               [Incorporated by reference to Exhibit 4.1 to the Company's
               Registration Statement on Form 8-A filed July 27, 1999]

     (5)       Opinion of Joseph J. Ziino, Jr.

   (23.1)      Consent of PricewaterhouseCoopers LLP

   (23.2)      Consent of Joseph J. Ziino, Jr. (contained in Exhibit 5 hereto)

    (24)       Powers of Attorney relating to this filing and subsequent
               amendments




                                      -8-
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{"company-data": {"conformed-name": "MGIC INVESTMENT CORP", "cik": "0000876437", "assigned-sic": "6351", "irs-number": "391486475", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56346", "film-number": "1557835"}, "business-address": {"street1": "250 E KILBOURN AVE", "city": "MILWAUKEE", "state": "WI", "zip": "53202", "phone": "4143476480"}, "mail-address": {"street1": "250 E KILBOURN AVE", "city": "MILWAUKEE", "state": "WI", "zip": "53202"}}
Registration No. 333-__________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ---------------------
                           MGIC INVESTMENT CORPORATION
             (Exact name of registrant as specified in its charter)

                    Wisconsin                         39-1486475
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

            250 East Kilbourn Avenue                                53202
              Milwaukee, Wisconsin                               (Zip Code)
    (Address of principal executive offices)

              MGIC Investment Corporation 1991 Stock Incentive Plan

                                 Jeffrey H. Lane
                     Senior Vice President, General Counsel
                                  and Secretary
                           MGIC Investment Corporation
                            250 East Kilbourn Avenue
                           Milwaukee, Wisconsin 53202
                                 (414) 347-6406
 (Name, address and telephone number, including area code, of agent for service)
                          -----------------------------
CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
        Title of                                    Proposed Maximum       Proposed Maximum
    Securities to be          Amount to be           Offering Price            Aggregate              Amount of
       Registered              Registered              Per Share            Offering Price        Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,
 $1.00 par value                3,000,000               $56.90(1)          $170,700,000(1)            $42,675
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
      Common Stock              3,000,000                 (2)                     (2)                    (2)
    Purchase Rights
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

(1)   Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
      amended, solely for the purpose of calculating the registration fee based
      on the average of the high and low prices of the Common Stock as reported
      on The New York Stock Exchange on February 23, 2001.
(2)   The value attributable to the Common Share Purchase Rights is reflected in
      the market price of the Common Stock to which the Rights are attached.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus referred to herein also relates to the Form S-8 Registration
Statement (Registration No. 33-79430).

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

                                      -1-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration Statement.

                                     PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by MGIC Investment Corporation (the
"Company") with the Commission are hereby incorporated herein by reference:

         1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.

         2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000, filed on May 11, 2000,
August 14, 2000 and November 14, 2000, respectively.

         3. The Company's Current Reports on Form 8-K, dated May 19, 2000,
October 10, 2000, October 17, 2000 and November 16, 2000, filed on May 25, 2000,
October 10, 2000, October 19, 2000 and November 20, 2000, respectively.

         4. The description of the Company's Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A, dated July 25, 1991, filed
with the Commission pursuant to Section 12 of the Securities Exchange Act of
1933, as amended, and any amendments or reports filed for the purpose of
updating such description.

         5. The description of the Company's Common Share Purchase Rights
contained in Item 1 of the Company's Registration Statement on Form 8-A, dated
July 27, 1999, filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1933, as amended, and any amendments or reports filed
for the purpose of updating such description.

         6. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining to be
sold.

                                      -2-
A statement contained in any incorporated document shall be modified or
superseded for the purposes of this Registration Statement if it is modified or
superseded by a document which is also incorporated in this Registration
Statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

         Pursuant to the Wisconsin Business Corporation Law and the Company's
by-laws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent such officers or directors are successful in the defense of a
proceeding and (ii) in proceedings in which the director or officer is not
successful in the defense thereof unless it is determined that the director or
officer breached or failed to perform his or her duties to the Company and such
breach or failure constituted: (a) a willful failure to deal fairly with the
Company or its shareowners in connection with a matter in which the director or
officer had a material conflict of interest; (b) a violation of the criminal
law, unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. The Wisconsin Business
Corporation Law specifically states that it is the policy of Wisconsin to
require or permit indemnification in connection with a proceeding involving
securities regulation, as described therein, to the extent required or permitted
as described above. Additionally, under the Wisconsin Business Corporation Law,
directors of the Company are not subject to personal liability to the Company,
its shareowners or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their status as
directors except in circumstances paralleling those in subparagraphs (a) through
(d) outlined above.

         The indemnification provided by the Wisconsin Business Corporation Law
and the Company's by-laws is not exclusive of any other rights to which a
director or officer may be entitled. The general effect of the foregoing
provisions may be to reduce the circumstances which an officer or director may
be required to bear the economic burden of the foregoing liabilities and
expenses.

         The Company maintains a liability insurance policy for its directors
and officers as permitted by Wisconsin law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.

Item 7. Exemption from Registration Claimed.

         Not applicable.

                                      -3-
Item 8. Exhibits.

         The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.

Item 9. Undertakings.

(a)      The undersigned registrant hereby undertakes:

         (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 of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the 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 the registration statement;
                           and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(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 by the registrant pursuant to Section
                  13 or Section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the registration
                  statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, 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.

(b)      Filings Incorporating Subsequent Exchange Act Documents by Reference.

         The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 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.

                                      -4-
(c)      Statement Required in Connection with Filing of Registration Statement
         on Form S-8.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                      -5-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Milwaukee, and State of Wisconsin, on this 28th day
of February, 2001.

                                    MGIC INVESTMENT CORPORATION

                                    By:   /s/ Jeffrey H. Lane
                                         ----------------------------------
                                         Jeffrey H. Lane
                                         Senior Vice President, General Counsel
                                            and Secretary

                                      -6-
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by or on behalf of the following
persons in their indicated capacities, all as of February 28, 2001.

         Signature                                                 Title

  /s/ Curt S. Culver             President and Chief Executive
---------------------------      Officer and Director
Curt S. Culver                   (Principal Executive Officer)

 /s/ J. Michael Lauer            Executive Vice President and Chief
---------------------------      Financial Officer
J. Michael Lauer                 (Principal Financial Officer)

 /s/ Patrick Sinks               Senior Vice President, Controller and
---------------------------      Chief Accounting Officer
Patrick Sinks                    (Principal Accounting Officer)

            *
---------------------------
James A. Abbott                  Director

            *
---------------------------
Mary K. Bush                     Director

            *
---------------------------
Karl E. Case                     Director

            *
---------------------------
David S. Engelman                Director

            *
---------------------------
James D. Ericson                 Director

            *
---------------------------
Kenneth M. Jastrow, II           Director

            *
---------------------------
Daniel P. Kearney                Director

            *
---------------------------
Sheldon B. Lubar                 Director

            *
---------------------------
William A. McIntosh              Director

            *
---------------------------
Leslie M. Muma                   Director

            *
---------------------------
Edward J. Zore                   Director

*By   /s/ Jeffrey H. Lane
     ----------------------------
     Jeffrey H. Lane
     Attorney-in-Fact

                                      -7-
EXHIBIT INDEX

                           MGIC INVESTMENT CORPORATION
                            1991 STOCK INCENTIVE PLAN

 Exhibit No.              Exhibit

    (4.1)      MGIC Investment Corporation 1991 Stock Incentive Plan (as
               amended) [Incorporated by reference to Exhibit 10.7 to the
               Company's Annual Report on Form 10-K for the year ended
               December 31, 1999.]

    (4.2)      Rights Agreement, dated as of July 22, 1999, between MGIC
               Investment Corporation and Firstar Bank, Milwaukee, N.A.
               [Incorporated by reference to Exhibit 4.1 to the Company's
               Registration Statement on Form 8-A filed July 27, 1999]

     (5)       Opinion of Joseph J. Ziino, Jr.

   (23.1)      Consent of PricewaterhouseCoopers LLP

   (23.2)      Consent of Joseph J. Ziino, Jr. (contained in Exhibit 5 hereto)

    (24)       Powers of Attorney relating to this filing and subsequent
               amendments

                                      -8-