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
      incorporation or organization)                   (Identification No.)


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


              MGIC Investment Corporation 2002 Stock Incentive Plan
                            (Full Title of the 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      2,000,000             $45.53           $91,060,000               $8,378
--------------------- ----------------- ------------------- --------------------- ----------------------
    Common Stock         2,000,000               (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 November 26, 2002.

(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
Statements (Registration No. 33-79340, 33-43543, and 333-56346).
                         _____________________________

<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, 2001.

     2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002, June 30, 2002 and September 30, 2002, filed on May 15, 2002,
August 14, 2002 and November 14, 2002, respectively.

     3. The Company's Current Reports on Form 8-K, dated March 13, 2002 (two
Form 8-K's, each dated March 13, 2002 and filed on March 13 and March 15, 2002,
respectively), August 12, 2002 (filed on that date), August 14, 2002 (filed on
that date), October 23, 2002 (filed on that date) and October 24, 2002 (filed on
October 29, 2002).

     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 a Form 8-A/A dated October 28, 2002 filed
with the Commission on October 29, 2002, amending such description, and any
other 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.

                                       -1-
<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.

     Joseph J. Ziino, Jr., who provided the opinion as to the shares of the
Company's Common Stock, is an owner of shares of Common Stock of the Registrant,
and may in the future hold options to purchase shares of Common Stock under the
2002 Stock Incentive Plan, and holds options to purchase shares of
Common Stock and restricted shares of Common Stock under the Company's 1991
Stock Incentive Plan, as disclosed in such opinion.

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 under 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.

                                      -2-
<PAGE>

Item 7. Exemption from Registration Claimed.

     Not applicable.

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.

                                      -3-
<PAGE>

     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

(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.

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, State of Wisconsin, on this 2nd day of
December, 2002.


                                                  MGIC INVESTMENT CORPORATION


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

                                      -4-
<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 December 2nd, 2002.

        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/ Joseph J. Komanecki               Senior Vice President, Controller and
-------------------------             Chief Accounting Officer
Joseph J. Komanecki                   (Principal Accounting Officer)

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

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

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

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

          *
-------------------------
Thomas M. Hagerty                     Director

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

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

          *
-------------------------
Michael E. Lehman                     Director

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

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

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


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

                                      -5-
<PAGE>

                                  EXHIBIT INDEX

                           MGIC INVESTMENT CORPORATION
                            1991 STOCK INCENTIVE PLAN


   Exhibit No.                                 Exhibit
   -----------                                 -------

     (4.1)               MGIC Investment Corporation 2002 Stock Incentive Plan
                         [Incorporated by reference to Exhibit A to the
                         Company's Proxy Statement dated March 18, 2002 in
                         connection with its Annual Meeting of Shareholders
                         held on May 2, 2002]

     (4.2)               Rights Agreement, dated as of July 22, 1999, between
                         MGIC Investment Corporation and Wells Fargo Bank
                         Minnesota, National Association, as successor Rights
                         Agent to Firstar Bank Milwaukee, N.A., now known as
                         U.S. Bank National Association [Incorporated by
                         reference to Exhibit 4.1 to the Company's Registration
                         Statement on Form 8-A filed July 27, 1999]

     (4.3)               First Amendment to Rights Agreement, dated as of
                         October 28, 2002 between MGIC Investment Corporation
                         and U.S. Bank National Association [Incorporated by
                         reference to Exhibit 4.2 to the Company's Form 8-A/A,
                         Amendment No. 1 to the Company's Registration Statement
                         on Form 8-A filed on October 29, 2002]

     (4.4)               Second Amendment to Rights Agreement, dated as of
                         October 28, 2002, between MGIC Investment Corporation
                         and Wells Fargo Bank Minnesota, National Association
                         (as successor Rights Agent to U.S. Bank National
                         Association) [Incorporated by reference to Exhibit 4.3
                         to the Company's Form 8-A/A, Amendment No. 1 to the
                         Company's Registration Statement on Form 8-A]

      (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

                                      -6-
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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
      incorporation or organization)                   (Identification No.)

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

              MGIC Investment Corporation 2002 Stock Incentive Plan
                            (Full Title of the 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      2,000,000             $45.53           $91,060,000               $8,378
--------------------- ----------------- ------------------- --------------------- ----------------------
    Common Stock         2,000,000               (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 November 26, 2002.

(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
Statements (Registration No. 33-79340, 33-43543, and 333-56346).
                         _____________________________
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, 2001.

     2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002, June 30, 2002 and September 30, 2002, filed on May 15, 2002,
August 14, 2002 and November 14, 2002, respectively.

     3. The Company's Current Reports on Form 8-K, dated March 13, 2002 (two
Form 8-K's, each dated March 13, 2002 and filed on March 13 and March 15, 2002,
respectively), August 12, 2002 (filed on that date), August 14, 2002 (filed on
that date), October 23, 2002 (filed on that date) and October 24, 2002 (filed on
October 29, 2002).

     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 a Form 8-A/A dated October 28, 2002 filed
with the Commission on October 29, 2002, amending such description, and any
other 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.

                                       -1-
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.

     Joseph J. Ziino, Jr., who provided the opinion as to the shares of the
Company's Common Stock, is an owner of shares of Common Stock of the Registrant,
and may in the future hold options to purchase shares of Common Stock under the
2002 Stock Incentive Plan, and holds options to purchase shares of
Common Stock and restricted shares of Common Stock under the Company's 1991
Stock Incentive Plan, as disclosed in such opinion.

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 under 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.

                                      -2-
Item 7. Exemption from Registration Claimed.

     Not applicable.

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.

                                      -3-
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

(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.

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, State of Wisconsin, on this 2nd day of
December, 2002.

                                                  MGIC INVESTMENT CORPORATION

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

                                      -4-
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 December 2nd, 2002.

        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/ Joseph J. Komanecki               Senior Vice President, Controller and
-------------------------             Chief Accounting Officer
Joseph J. Komanecki                   (Principal Accounting Officer)

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

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

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

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

          *
-------------------------
Thomas M. Hagerty                     Director

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

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

          *
-------------------------
Michael E. Lehman                     Director

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

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

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

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

                                      -5-
EXHIBIT INDEX

                           MGIC INVESTMENT CORPORATION
                            1991 STOCK INCENTIVE PLAN

   Exhibit No.                                 Exhibit
   -----------                                 -------

     (4.1)               MGIC Investment Corporation 2002 Stock Incentive Plan
                         [Incorporated by reference to Exhibit A to the
                         Company's Proxy Statement dated March 18, 2002 in
                         connection with its Annual Meeting of Shareholders
                         held on May 2, 2002]

     (4.2)               Rights Agreement, dated as of July 22, 1999, between
                         MGIC Investment Corporation and Wells Fargo Bank
                         Minnesota, National Association, as successor Rights
                         Agent to Firstar Bank Milwaukee, N.A., now known as
                         U.S. Bank National Association [Incorporated by
                         reference to Exhibit 4.1 to the Company's Registration
                         Statement on Form 8-A filed July 27, 1999]

     (4.3)               First Amendment to Rights Agreement, dated as of
                         October 28, 2002 between MGIC Investment Corporation
                         and U.S. Bank National Association [Incorporated by
                         reference to Exhibit 4.2 to the Company's Form 8-A/A,
                         Amendment No. 1 to the Company's Registration Statement
                         on Form 8-A filed on October 29, 2002]

     (4.4)               Second Amendment to Rights Agreement, dated as of
                         October 28, 2002, between MGIC Investment Corporation
                         and Wells Fargo Bank Minnesota, National Association
                         (as successor Rights Agent to U.S. Bank National
                         Association) [Incorporated by reference to Exhibit 4.3
                         to the Company's Form 8-A/A, Amendment No. 1 to the
                         Company's Registration Statement on Form 8-A]

      (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

                                      -6-