<PAGE>   1
    As filed with the Securities and Exchange Commission on November 19, 1997
                                                    Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


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


                           CMAC INVESTMENT CORPORATION
               (Exact name of issuer as specified in its charter)

            Delaware                                23-2691170
 (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

  1601 Market Street, Philadelphia, PA                   19103
(Address of principal executive offices)               (Zip Code)


                           CMAC INVESTMENT CORPORATION
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                             HOWARD S. YARUSS, ESQ.
              Senior Vice President, Secretary and General Counsel
                           CMAC Investment Corporation
                               1601 Market Street
                             Philadelphia, PA 19103
                     (Name and address of agent for service)

                                 (215) 564-6600
          (Telephone number, including area code, of agent for service)


                         Copy of all communications to:
                             JAMES W. JENNINGS, ESQ.
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                             Philadelphia, PA 19103
                                 (215) 963-5276

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
    Title of securities                                    Proposed maximum         Proposed maximum
           to be                    Amount to be            offering price             aggregate               Amount of
     registered(1)(2)              registered(2)              per share              offering price         registration fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>                      <C>                     <C>
Common Stock, par                     200,000                $52.0625(1)             $10,412,500(1)            $3,155.30
value $.001 per
share......................
=================================================================================================================================
</TABLE>

(1)      Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
         purpose of calculating the registration fee, based upon the average of
         the reported high and low sales prices of shares of Common Stock on
         November 14, 1997, as reported on the New York Stock Exchange.

(2)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents, as filed by CMAC Investment
Corporation (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement and made a part hereof:

                           (a) The Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1996.

                           (b) The Company's Quarterly Report on Form 10-Q for
                  the quarters ended March 31, 1997, June 30, 1997, and
                  September 30, 1997.

                           (c) All other reports filed pursuant to Section 13(a)
                  or 15(d) of the Securities Exchange Act of 1934 since the end
                  of the fiscal year covered by the Annual Report referred to in
                  (a) above.

                           (d) The description of the Common Stock of the
                  Company that is contained in its Registration Statement on
                  Form 8-A filed with the Securities and Exchange Commission on
                  August 24, 1992, under the Securities Exchange Act of 1934,
                  including any amendment or report filed for the purpose of
                  updating such description.

                  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part hereof.

                  All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein 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.

                  James W. Jennings, a director of the Company, is a partner in
the law firm of Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, which
firm is providing an opinion of counsel as to the legality of the securities
being registered by this Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations. The
Amended and Restated Certificate of Incorporation and By-laws of the Company
provide for the indemnification of the Company's directors and officers to the
fullest extent permitted by the Delaware General Corporation Law. Specific
procedures for indemnification are set forth in the Company's By-laws. The
employment agreements entered into between the Company and certain of its
executive officers also provide for indemnification of such executive officers
in certain circumstances.

                                        2
<PAGE>   3
                  As permitted by the Delaware General Corporation Law, the
Company has included a provision in its Amended and Restated Certificate of
Incorporation that, subject to certain limitations, eliminates the ability of
the Company and its stockholders to recover monetary damages from a director of
the Company for breach of fiduciary duty as a director.

                  As also permitted by the Delaware General Corporation Law, the
Company has a directors' and officers' liability insurance policy which affords
officers and directors with insurance coverage for losses arising from claims
based upon breaches of duty, negligence, error and other wrongful acts.

                  In connection with the initial public offering of the
Company's Common Stock (the "Offering"), Reliance Group Holdings, Inc. has
agreed to indemnify each of the Company's directors and director nominees as
well as its officers who executed the Company's registration statement on Form
S-1 (Registration No. 33-51188) against certain liabilities under the Securities
Act of 1933. The U.S. Underwriting Agreement and the International Underwriting
Agreement entered into by the Company in connection with the Offering provide
for indemnification among the Company, the Company's principal subsidiary, the
Company's former principal stockholder and the U.S. Underwriters and
International Managers underwriting the Offering against certain liabilities
under the Securities Act of 1933.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The exhibits filed as part of this Registration Statement are
as follows:

<TABLE>
<CAPTION>
Exhibit
Number                                          Exhibit
------                                          -------
<S>                   <C>
  4.1                 Amended and Restated Certificate of Incorporation of the Company (Exhibit 3.1)(1)

  4.2                 Amended and Restated By-laws of the Company (Exhibit 3.2)(2)

  4.3                 Specimen certificate for Common Stock (Exhibit 4.1)(3)

  4.4                 Form of Standstill and Voting Agreement dated October 27, 1992 between the Company and
                      Reliance Group Holdings, Inc. (Exhibit 4.4)(1)

  5                   Opinion of Morgan, Lewis & Bockius LLP

 10                   CMAC Investment Corporation 1997 Employee Stock Purchase Plan

 23.1                 Consent of Deloitte & Touche

 23.2                 Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5)

 24                   Power of Attorney (included as part of the signature page)
</TABLE>
----------------------

(1)      Incorporated by reference to the exhibit identified in parentheses,
         filed as an Exhibit to the Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1992, filed with the Securities and
         Exchange Commission on March 30, 1993.

(2)      Incorporated by reference to the exhibit identified in parentheses,
         riled as an Exhibit to the Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1994, filed with the Securities and
         Exchange Commission on March 30, 1995.

                                        3
<PAGE>   4
(3)      Incorporated by reference to the exhibit identified in parentheses,
         filed as an Exhibit to the Company's Registration Statement on Form S-1
         filed August 24, 1992, and amendments thereto (File No. 33-51188).


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 subparagraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed by the Company 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 that remain unsold at the
termination of the offering.


             (b) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

             (c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

             (d) 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

                                       4
<PAGE>   5
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>   6
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Philadelphia, Commonwealth of Pennsylvania, on
this 19th day of November, 1997.

                                  CMAC INVESTMENT CORPORATION


                                  By:  /s/ Frank P. Filipps
                                       ----------------------------------------
                                        Frank P. Filipps
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)


                  Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator of the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Philadelphia, Commonwealth of Pennsylvania, on this 19th day of
November, 1997.

                                  CMAC INVESTMENT CORPORATION
                                  1997 EMPLOYEE STOCK PURCHASE PLAN

                                  By:  CMAC INVESTMENT CORPORATION,
                                          as Plan Administrator


                                  By:   /s/ Frank P. Filipps
                                       ----------------------------------------
                                        Frank P. Filipps
                                        President and Chief Executive Officer



                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by or on behalf of the
following persons in the capacities and on the dates indicated.


                  Each person, in so signing, also makes, constitutes and
appoints Frank P. Filipps, President and Chief Executive Officer, and Howard S.
Yaruss, Senior Vice President, Secretary and General Counsel, and each of such
officers acting singly, his true and lawful attorney-in-fact, in his name, place
and stead to execute and cause to be filed with the Securities and Exchange
Commission any or all amendments to this Registration Statement, with all
exhibits and any and all documents required to be filed with respect thereto,
and to do and perform each and every act and thing necessary to effectuate the
same.



/s/ Herbert Wender                               November 19th, 1997
---------------------------------
Herbert Wender
Chairman of the Board and Director

                                       6
<PAGE>   7
/s/ Frank P. Filipps                             November 19th, 1997
---------------------------------
Frank P. Filipps
President and Chief Executive Officer
(Principal Executive Officer)



/s/ C. Robert Quint                              November 19th, 1997
--------------------------------
C. Robert Quint
Senior Vice President,
Chief Financial Officer
(Principal Accounting Officer)



/s/ David C. Carney                              November 19th, 1997
-------------------------------
David C. Carney
Director



/s/ Claire M. Fagin, Ph.D., R.N.                 November 19th, 1997
--------------------------------
Claire M. Fagin
Director



/s/ James W. Jennings                            November 19th, 1997
-------------------------------
James W. Jennings
Director



/s/ James C. Miller                              November 19th, 1997
-------------------------------
James C. Miller
Director



/s/ Ronald W. Moore                              November 19th, 1997
------------------------------
Ronald W. Moore
Director



/s/ Robert W. Richards                           November 19th, 1997
-------------------------------
Robert W. Richards
Director



/s/ Anthony W. Schweiger                         November 19th, 1997
-----------------------------
Anthony W. Schweiger
Director

                                       7
<PAGE>   8
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                       Sequentially
Exhibit                                                                                 Numbered
Number                                      Exhibit                                        Page
------                                      -------                                        ----
<S>               <C>      <C>                                                         <C>
  4.1             -        Amended and Restated Certificate of Incorporation
                           of the Company (Exhibit 3.1)(1)

  4.2             -        Amended and Restated By-laws of the Company
                           (Exhibit 3.2)(2)

  4.3             -        Specimen certificate for Common Stock
                           (Exhibit 4.1)(3)

  4.4             -        Form of Standstill and Voting Agreement dated
                           October 27, 1992 between the Company and
                           Reliance Group Holdings, Inc. (Exhibit 4.4)(1)

  5               -        Opinion of Morgan, Lewis & Bockius LLP

 10               -        CMAC Investment Corporation 1997 Employee
                           Stock Purchase Plan

 23.1             -        Consent of Deloitte & Touche

 23.2             -        Consent of Morgan, Lewis & Bockius LLP
                           (included as part of Exhibit 5)

 24               -        Power of attorney
                           (included in signature page)
</TABLE>

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

(1)   Incorporated by reference to the exhibit identified in parentheses, filed
      as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal
      year ended December 31, 1992, filed with the Securities and Exchange
      Commission on March 30, 1993.

(2)   Incorporated by reference to the exhibit identified in parentheses, filed
      as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal
      year ended December 31, 1994, filed with the Securities and Exchange
      Commission on March 30, 1995.

(3)   Incorporated by reference to the exhibit identified in parentheses, filed
      as an Exhibit to the Company's Registration Statement on Form S-1 filed
      August 24, 1992, and amendments thereto (File No. 33-51188).

                                        8
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1
    As filed with the Securities and Exchange Commission on November 19, 1997
                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                           CMAC INVESTMENT CORPORATION
               (Exact name of issuer as specified in its charter)

            Delaware                                23-2691170
 (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

  1601 Market Street, Philadelphia, PA                   19103
(Address of principal executive offices)               (Zip Code)

                           CMAC INVESTMENT CORPORATION
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                             HOWARD S. YARUSS, ESQ.
              Senior Vice President, Secretary and General Counsel
                           CMAC Investment Corporation
                               1601 Market Street
                             Philadelphia, PA 19103
                     (Name and address of agent for service)

                                 (215) 564-6600
          (Telephone number, including area code, of agent for service)

                         Copy of all communications to:
                             JAMES W. JENNINGS, ESQ.
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                             Philadelphia, PA 19103
                                 (215) 963-5276

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
    Title of securities                                    Proposed maximum         Proposed maximum
           to be                    Amount to be            offering price             aggregate               Amount of
     registered(1)(2)              registered(2)              per share              offering price         registration fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                     200,000                $52.0625(1)             $10,412,500(1)            $3,155.30
value $.001 per
share......................
=================================================================================================================================
(1)      Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
         purpose of calculating the registration fee, based upon the average of
         the reported high and low sales prices of shares of Common Stock on
         November 14, 1997, as reported on the New York Stock Exchange.

(2)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents, as filed by CMAC Investment
Corporation (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement and made a part hereof:

                           (a) The Company's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1996.

                           (b) The Company's Quarterly Report on Form 10-Q for
                  the quarters ended March 31, 1997, June 30, 1997, and
                  September 30, 1997.

                           (c) All other reports filed pursuant to Section 13(a)
                  or 15(d) of the Securities Exchange Act of 1934 since the end
                  of the fiscal year covered by the Annual Report referred to in
                  (a) above.

                           (d) The description of the Common Stock of the
                  Company that is contained in its Registration Statement on
                  Form 8-A filed with the Securities and Exchange Commission on
                  August 24, 1992, under the Securities Exchange Act of 1934,
                  including any amendment or report filed for the purpose of
                  updating such description.

                  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part hereof.

                  All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein 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.

                  James W. Jennings, a director of the Company, is a partner in
the law firm of Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania, which
firm is providing an opinion of counsel as to the legality of the securities
being registered by this Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations. The
Amended and Restated Certificate of Incorporation and By-laws of the Company
provide for the indemnification of the Company's directors and officers to the
fullest extent permitted by the Delaware General Corporation Law. Specific
procedures for indemnification are set forth in the Company's By-laws. The
employment agreements entered into between the Company and certain of its
executive officers also provide for indemnification of such executive officers
in certain circumstances.

                                        2
3
                  As permitted by the Delaware General Corporation Law, the
Company has included a provision in its Amended and Restated Certificate of
Incorporation that, subject to certain limitations, eliminates the ability of
the Company and its stockholders to recover monetary damages from a director of
the Company for breach of fiduciary duty as a director.

                  As also permitted by the Delaware General Corporation Law, the
Company has a directors' and officers' liability insurance policy which affords
officers and directors with insurance coverage for losses arising from claims
based upon breaches of duty, negligence, error and other wrongful acts.

                  In connection with the initial public offering of the
Company's Common Stock (the "Offering"), Reliance Group Holdings, Inc. has
agreed to indemnify each of the Company's directors and director nominees as
well as its officers who executed the Company's registration statement on Form
S-1 (Registration No. 33-51188) against certain liabilities under the Securities
Act of 1933. The U.S. Underwriting Agreement and the International Underwriting
Agreement entered into by the Company in connection with the Offering provide
for indemnification among the Company, the Company's principal subsidiary, the
Company's former principal stockholder and the U.S. Underwriters and
International Managers underwriting the Offering against certain liabilities
under the Securities Act of 1933.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The exhibits filed as part of this Registration Statement are
as follows:
Exhibit
Number                                          Exhibit
------                                          -------
4.1                 Amended and Restated Certificate of Incorporation of the Company (Exhibit 3.1)(1)

  4.2                 Amended and Restated By-laws of the Company (Exhibit 3.2)(2)

  4.3                 Specimen certificate for Common Stock (Exhibit 4.1)(3)

  4.4                 Form of Standstill and Voting Agreement dated October 27, 1992 between the Company and
                      Reliance Group Holdings, Inc. (Exhibit 4.4)(1)

  5                   Opinion of Morgan, Lewis & Bockius LLP

 10                   CMAC Investment Corporation 1997 Employee Stock Purchase Plan

 23.1                 Consent of Deloitte & Touche

 23.2                 Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5)

 24                   Power of Attorney (included as part of the signature page)
----------------------

(1)      Incorporated by reference to the exhibit identified in parentheses,
         filed as an Exhibit to the Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1992, filed with the Securities and
         Exchange Commission on March 30, 1993.

(2)      Incorporated by reference to the exhibit identified in parentheses,
         riled as an Exhibit to the Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1994, filed with the Securities and
         Exchange Commission on March 30, 1995.

                                        3
4
(3)      Incorporated by reference to the exhibit identified in parentheses,
         filed as an Exhibit to the Company's Registration Statement on Form S-1
         filed August 24, 1992, and amendments thereto (File No. 33-51188).

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 subparagraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in periodic reports
filed by the Company 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 that remain unsold at the
termination of the offering.

             (b) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

             (c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

             (d) 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

                                       4
5
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
6
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Philadelphia, Commonwealth of Pennsylvania, on
this 19th day of November, 1997.

                                  CMAC INVESTMENT CORPORATION

                                  By:  /s/ Frank P. Filipps
                                       ----------------------------------------
                                        Frank P. Filipps
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

                  Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator of the Plan has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Philadelphia, Commonwealth of Pennsylvania, on this 19th day of
November, 1997.

                                  CMAC INVESTMENT CORPORATION
                                  1997 EMPLOYEE STOCK PURCHASE PLAN

                                  By:  CMAC INVESTMENT CORPORATION,
                                          as Plan Administrator

                                  By:   /s/ Frank P. Filipps
                                       ----------------------------------------
                                        Frank P. Filipps
                                        President and Chief Executive Officer

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by or on behalf of the
following persons in the capacities and on the dates indicated.

                  Each person, in so signing, also makes, constitutes and
appoints Frank P. Filipps, President and Chief Executive Officer, and Howard S.
Yaruss, Senior Vice President, Secretary and General Counsel, and each of such
officers acting singly, his true and lawful attorney-in-fact, in his name, place
and stead to execute and cause to be filed with the Securities and Exchange
Commission any or all amendments to this Registration Statement, with all
exhibits and any and all documents required to be filed with respect thereto,
and to do and perform each and every act and thing necessary to effectuate the
same.

/s/ Herbert Wender                               November 19th, 1997
---------------------------------
Herbert Wender
Chairman of the Board and Director

                                       6
7
/s/ Frank P. Filipps                             November 19th, 1997
---------------------------------
Frank P. Filipps
President and Chief Executive Officer
(Principal Executive Officer)

/s/ C. Robert Quint                              November 19th, 1997
--------------------------------
C. Robert Quint
Senior Vice President,
Chief Financial Officer
(Principal Accounting Officer)

/s/ David C. Carney                              November 19th, 1997
-------------------------------
David C. Carney
Director

/s/ Claire M. Fagin, Ph.D., R.N.                 November 19th, 1997
--------------------------------
Claire M. Fagin
Director

/s/ James W. Jennings                            November 19th, 1997
-------------------------------
James W. Jennings
Director

/s/ James C. Miller                              November 19th, 1997
-------------------------------
James C. Miller
Director

/s/ Ronald W. Moore                              November 19th, 1997
------------------------------
Ronald W. Moore
Director

/s/ Robert W. Richards                           November 19th, 1997
-------------------------------
Robert W. Richards
Director

/s/ Anthony W. Schweiger                         November 19th, 1997
-----------------------------
Anthony W. Schweiger
Director

                                       7
8
                                INDEX TO EXHIBITS
Sequentially
Exhibit                                                                                 Numbered
Number                                      Exhibit                                        Page
------                                      -------                                        ----
4.1             -        Amended and Restated Certificate of Incorporation
                           of the Company (Exhibit 3.1)(1)

  4.2             -        Amended and Restated By-laws of the Company
                           (Exhibit 3.2)(2)

  4.3             -        Specimen certificate for Common Stock
                           (Exhibit 4.1)(3)

  4.4             -        Form of Standstill and Voting Agreement dated
                           October 27, 1992 between the Company and
                           Reliance Group Holdings, Inc. (Exhibit 4.4)(1)

  5               -        Opinion of Morgan, Lewis & Bockius LLP

 10               -        CMAC Investment Corporation 1997 Employee
                           Stock Purchase Plan

 23.1             -        Consent of Deloitte & Touche

 23.2             -        Consent of Morgan, Lewis & Bockius LLP
                           (included as part of Exhibit 5)

 24               -        Power of attorney
                           (included in signature page)
--------------------

(1)   Incorporated by reference to the exhibit identified in parentheses, filed
      as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal
      year ended December 31, 1992, filed with the Securities and Exchange
      Commission on March 30, 1993.

(2)   Incorporated by reference to the exhibit identified in parentheses, filed
      as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal
      year ended December 31, 1994, filed with the Securities and Exchange
      Commission on March 30, 1995.

(3)   Incorporated by reference to the exhibit identified in parentheses, filed
      as an Exhibit to the Company's Registration Statement on Form S-1 filed
      August 24, 1992, and amendments thereto (File No. 33-51188).

                                        8