As filed with the Securities and Exchange Commission on June 30, 2000
						Registration No. 333-




		      SECURITIES AND EXCHANGE COMMISSION
			    Washington, D.C. 20549


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


 Incorporated                The Midland Company             I.R.S. Employer
Under the Laws             7000 Midland Boulevard           Identification No.
   of Ohio                 Amelia, Ohio 45102-2607             31-0742526
			       (513) 943-7100


       The Midland Guardian Co. Salaried Employees 401(k) Savings Plan
       The Midland Company 2000 Associate Discount Stock Purchase Plan
       The Midland Company Stock Option Plan for Non-Employee Directors


			     Joseph P. Hayden III
			     The Midland Company
			    7000 Midland Boulevard
			   Amelia, Ohio  45102-2607
			   Telephone: (513) 943-7100
			  Facsimile:  (513) 943-7111
			(Agent for Service of Process)

			CALCULATION OF REGISTRATION FEE

					Proposed     Proposed
					 Maximum      Maximum
      Title of            Amount        Offering     Aggregate       Amount of
     Securities            To Be          Price      Offering      Registration
  To Be Registered     Registered(1)    Per Share      Price          Fee(3)

Common Stock          550,000 Shares  $22.8125(2)  $12,546,875(2)   $3,312.38


(1)     This Registration Statement is filed for up to 200,000 shares issuable
	under The Midland Guardian Co. Salaried Employees 401(k) Savings Plan;
	up to 250,000 shares issuable under The Midland Company 2000 Associate
	Discount Stock Purchase Plan; and up to 100,000 shares issuable as stock
	awards or upon the exercise of stock options under The Midland Company
	Stock Option Plan for Non-Employee Directors.  In addition, pursuant to
	Rule 416(C) under the Securities Act of 1933, this Registration System
	also covers an indeterminate amount of plan interests to be offered or
	sold pursuant to The Midland-Guardian Co. Salaried Employees 401(k)
	Savings Plan.

(2)     Estimated solely for purposes of calculating registration fee.

(3)     Registration fee has been calculated pursuant to Rule 457(h).

	This Registration Statement registers the following securities on
behalf of The Midland Company (the "Registrant"):

	- Up to 200,000 shares issuable under The Midland Guardian Co. Salaried
	  Employees 401(k) Savings Plan which covers all employees of the
	  Registrant and its subsidiaries;

	- Up to 250,000 shares issuable under The Midland Company 2000 Associate
	  Discount Stock Purchase Plan which covers all employees of the
	  Registrant and its subsidiaries; and

	- Up to an additional 100,000 shares issuable as stock awards or upon
	  the exercise of stock options under The Midland Company Stock Option
	  Plan for Non-Employee Directors.  The Registrant previously registered
	  150,000 shares associated with this Plan.

				   PART II

	      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference

	The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

	4.      Annual Report on Form 10-K for the year ended December 31, 1999.

	5.      Quarterly Report on Form 10-Q for the quarter ended March 31,
		2000.

	6.      The description of the Registrant's Common Stock contained in
		the Registrant's Registration Statement on Form 8-C filed with
		the Commission under the Securities Exchange Act of 1934 on June
		16, 1969.

	All reports and other documents filed by the Registrant 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 which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.

Item 4.         Description of Securities

	Not applicable.


Item 5.         Interests of Named Experts and Counsel

	The legality of the common stock will be passed upon for the Registrant
by Keating, Muething & Klekamp, P.L.L., 1400 Provident Tower, One East Fourth
Street, Cincinnati, Ohio 45202.

Item 6.         Indemnification of Directors and Officers

	Section 1701.13(E) of the Ohio General Corporation Law allows
indemnification by the Registrant to any person made or threatened to be made a
party to any proceedings, other than a proceeding by or in the right of the
Registrant, by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant, against expenses, including judgments and
fines, if he acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Registrant and, with respect to
criminal actions, in which he had no reasonable cause to believe that his
conduct was unlawful.  Similar provisions apply to actions brought by or in the
right of the Registrant, except that no indemnification shall be made in such
cases when the person shall have been adjudged to be liable for negligence or
misconduct to the Registrant unless determined by the court.  The right to
indemnification is mandatory in the case of a director or officer who is
successful on the merits or otherwise in defense of any action, suit or
proceeding or any claim, issue or matter therein.  Permissive indemnification is
to be made by a court of competent jurisdiction, the majority vote of a quorum
of disinterested directors, the written opinion of independent counsel or by the
shareholders.

	The Registrant's Code of Regulations provides that the Registrant shall
indemnify its directors and officers to the fullest extent not prohibited by
law.

	The Registrant maintains director and officer liability insurance which
provides coverage against certain liabilities.

Item 7.         Exemption from Registration Claimed

	Not applicable.

Item 8.         Exhibits

	5       Opinion of Keating, Muething & Klekamp, PLL

	10.1    The Midland Company 2000 Associate Discount Stock Purchase Plan

	10.2    The Midland Company Stock Option Plan for Non-Employee Directors

	10.3    The Midland Guardian Co. Salaried Employees 401(K) Savings Plan

	15      Letter re: Unaudited Interim Financial Statements

	23.1    Consent of Keating, Muething & Klekamp, PLL (contained on
		Exhibit 5)

	23.2    Consent of Deloitte & Touche

	24      Power of Attorney (contained on the signature page)

Item 9.         Undertakings

	9.1     The Registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement:

	1.      to include any prospectus required by Section 10(a)(3) of the
		Securities Act of 1933;

	2.      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.
		Notwithstanding the foregoing, any increase or decrease in
		volume of securities offered (if the total dollar value of
		securities offered would not exceed that which was registered)
		and any deviation from the low or high end of the estimated
		maximum offering range may be reflected in the form of
		prospectus filed with the Commission pursuant to Rule 424(b)
		if, in the aggregate, the changes in volume and price represent
		no more than a 20% change in the maximum aggregate offering
		price set forth in the "Calculation of Registration Fee" table
		in the effective registration statement.

	3.      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 (1) and (2) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

	9.2     The undersigned Registrant hereby undertakes 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.

	9.3     The undersigned Registrant hereby undertakes 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.

	9.4     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.

	9.5     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

	Registrant.  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 Amelia, Ohio, on June 29, 2000.

						THE MIDLAND COMPANY

						BY:/s/ Joseph P. Hayden III
						Joseph P. Hayden III
						Chairman of the Board and
						Chief Operating Officer


	Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person below whose signature is
preceded by an (*) designate Joseph P. Hayden III and John W. Hayden, or either
of them, his true and lawful attorney and agent, to sign all amendments to this
Registration Statement as well as any related registration statement (or
amendment thereto) filed pursuant to Rule 462(b) promulgated under the
Securities Act of 1933.


      Signature                         Capacity                   Date


*/s/Joseph P. Hayden III         Chairman of the Board and       June 27, 2000
Joseph P. Hayden III             Chief Operating Officer
				 (principal executive officer)


John W. Hayden                   President, Chief Executive      June __, 2000
				 Officer and Director


*/s/J. P. Hayden, Jr.            Chairman of the Executive       June 27, 2000
J. P. Hayden, Jr.                Committee of the Board


*/s/Michael J. Conaton           Vice Chairman of the Board      June 27, 2000
Michael J. Conaton


*/s/John I. Von Lehman           Executive Vice President,       June 26, 2000
John I. Von Lehman               Chief Financial Officer,
				 Secretary and Director
				 (principal financial and
				 accounting officer)


*/s/James E. Bushman             Director                        June 30, 2000
James E. Bushman


James H. Carey                   Director                        June __, 2000


Jerry A. Grundhofer              Director                        June __, 2000


*/s/Robert W. Hayden             Director                        June 30, 2000
Robert W. Hayden


William T. Hayden                Director                        June __, 2000


*/s/William J. Keating           Director                        June 30, 2000
William J. Keating


*/s/John R. LaBar                Director                        June 27, 2000
John R. LaBar


*/s/David B. O'Maley             Director                        June 30, 2000
David B. O'Maley


John M. O'Mara                   Director                        June __, 2000


Glenn E. Schembechler            Director                        June __, 2000

	The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly casued this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Amelia, State of Ohio,
on June 29, 2000.

					The Midland Guardian Co. Salaried
					Employees 401(k) Savings Plan

					By: /s/Edward J. Heskamp

					Title: Assistant Treasurer
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 13949}]
{"company-data": {"conformed-name": "MIDLAND CO", "cik": "0000066025", "assigned-sic": "6331", "irs-number": "310742526", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40560", "film-number": "666181"}, "business-address": {"street1": "7000 MIDLAND BLVD", "street2": "P O BOX 125", "city": "AMELIA", "state": "OH", "zip": "45102-2607", "phone": "5139437100"}, "mail-address": {"street2": "P O BOX 1256", "city": "CINCINNATI", "state": "OH", "zip": "45201"}}
As filed with the Securities and Exchange Commission on June 30, 2000
						Registration No. 333-

		      SECURITIES AND EXCHANGE COMMISSION
			    Washington, D.C. 20549

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

 Incorporated                The Midland Company             I.R.S. Employer
Under the Laws             7000 Midland Boulevard           Identification No.
   of Ohio                 Amelia, Ohio 45102-2607             31-0742526
			       (513) 943-7100

       The Midland Guardian Co. Salaried Employees 401(k) Savings Plan
       The Midland Company 2000 Associate Discount Stock Purchase Plan
       The Midland Company Stock Option Plan for Non-Employee Directors

			     Joseph P. Hayden III
			     The Midland Company
			    7000 Midland Boulevard
			   Amelia, Ohio  45102-2607
			   Telephone: (513) 943-7100
			  Facsimile:  (513) 943-7111
			(Agent for Service of Process)

			CALCULATION OF REGISTRATION FEE

					Proposed     Proposed
					 Maximum      Maximum
      Title of            Amount        Offering     Aggregate       Amount of
     Securities            To Be          Price      Offering      Registration
  To Be Registered     Registered(1)    Per Share      Price          Fee(3)

Common Stock          550,000 Shares  $22.8125(2)  $12,546,875(2)   $3,312.38

(1)     This Registration Statement is filed for up to 200,000 shares issuable
	under The Midland Guardian Co. Salaried Employees 401(k) Savings Plan;
	up to 250,000 shares issuable under The Midland Company 2000 Associate
	Discount Stock Purchase Plan; and up to 100,000 shares issuable as stock
	awards or upon the exercise of stock options under The Midland Company
	Stock Option Plan for Non-Employee Directors.  In addition, pursuant to
	Rule 416(C) under the Securities Act of 1933, this Registration System
	also covers an indeterminate amount of plan interests to be offered or
	sold pursuant to The Midland-Guardian Co. Salaried Employees 401(k)
	Savings Plan.

(2)     Estimated solely for purposes of calculating registration fee.

(3)     Registration fee has been calculated pursuant to Rule 457(h).

	This Registration Statement registers the following securities on
behalf of The Midland Company (the "Registrant"):

	- Up to 200,000 shares issuable under The Midland Guardian Co. Salaried
	  Employees 401(k) Savings Plan which covers all employees of the
	  Registrant and its subsidiaries;

	- Up to 250,000 shares issuable under The Midland Company 2000 Associate
	  Discount Stock Purchase Plan which covers all employees of the
	  Registrant and its subsidiaries; and

	- Up to an additional 100,000 shares issuable as stock awards or upon
	  the exercise of stock options under The Midland Company Stock Option
	  Plan for Non-Employee Directors.  The Registrant previously registered
	  150,000 shares associated with this Plan.

				   PART II

	      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference

	The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

	4.      Annual Report on Form 10-K for the year ended December 31, 1999.

	5.      Quarterly Report on Form 10-Q for the quarter ended March 31,
		2000.

	6.      The description of the Registrant's Common Stock contained in
		the Registrant's Registration Statement on Form 8-C filed with
		the Commission under the Securities Exchange Act of 1934 on June
		16, 1969.

	All reports and other documents filed by the Registrant 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 which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.

Item 4.         Description of Securities

	Not applicable.

Item 5.         Interests of Named Experts and Counsel

	The legality of the common stock will be passed upon for the Registrant
by Keating, Muething & Klekamp, P.L.L., 1400 Provident Tower, One East Fourth
Street, Cincinnati, Ohio 45202.

Item 6.         Indemnification of Directors and Officers

	Section 1701.13(E) of the Ohio General Corporation Law allows
indemnification by the Registrant to any person made or threatened to be made a
party to any proceedings, other than a proceeding by or in the right of the
Registrant, by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant, against expenses, including judgments and
fines, if he acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Registrant and, with respect to
criminal actions, in which he had no reasonable cause to believe that his
conduct was unlawful.  Similar provisions apply to actions brought by or in the
right of the Registrant, except that no indemnification shall be made in such
cases when the person shall have been adjudged to be liable for negligence or
misconduct to the Registrant unless determined by the court.  The right to
indemnification is mandatory in the case of a director or officer who is
successful on the merits or otherwise in defense of any action, suit or
proceeding or any claim, issue or matter therein.  Permissive indemnification is
to be made by a court of competent jurisdiction, the majority vote of a quorum
of disinterested directors, the written opinion of independent counsel or by the
shareholders.

	The Registrant's Code of Regulations provides that the Registrant shall
indemnify its directors and officers to the fullest extent not prohibited by
law.

	The Registrant maintains director and officer liability insurance which
provides coverage against certain liabilities.

Item 7.         Exemption from Registration Claimed

	Not applicable.

Item 8.         Exhibits

	5       Opinion of Keating, Muething & Klekamp, PLL

	10.1    The Midland Company 2000 Associate Discount Stock Purchase Plan

	10.2    The Midland Company Stock Option Plan for Non-Employee Directors

	10.3    The Midland Guardian Co. Salaried Employees 401(K) Savings Plan

	15      Letter re: Unaudited Interim Financial Statements

	23.1    Consent of Keating, Muething & Klekamp, PLL (contained on
		Exhibit 5)

	23.2    Consent of Deloitte & Touche

	24      Power of Attorney (contained on the signature page)

Item 9.         Undertakings

	9.1     The Registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement:

	1.      to include any prospectus required by Section 10(a)(3) of the
		Securities Act of 1933;

	2.      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.
		Notwithstanding the foregoing, any increase or decrease in
		volume of securities offered (if the total dollar value of
		securities offered would not exceed that which was registered)
		and any deviation from the low or high end of the estimated
		maximum offering range may be reflected in the form of
		prospectus filed with the Commission pursuant to Rule 424(b)
		if, in the aggregate, the changes in volume and price represent
		no more than a 20% change in the maximum aggregate offering
		price set forth in the "Calculation of Registration Fee" table
		in the effective registration statement.

	3.      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 (1) and (2) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

	9.2     The undersigned Registrant hereby undertakes 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.

	9.3     The undersigned Registrant hereby undertakes 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.

	9.4     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.

	9.5     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

	Registrant.  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 Amelia, Ohio, on June 29, 2000.

						THE MIDLAND COMPANY

						BY:/s/ Joseph P. Hayden III
						Joseph P. Hayden III
						Chairman of the Board and
						Chief Operating Officer

	Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person below whose signature is
preceded by an (*) designate Joseph P. Hayden III and John W. Hayden, or either
of them, his true and lawful attorney and agent, to sign all amendments to this
Registration Statement as well as any related registration statement (or
amendment thereto) filed pursuant to Rule 462(b) promulgated under the
Securities Act of 1933.

      Signature                         Capacity                   Date

*/s/Joseph P. Hayden III         Chairman of the Board and       June 27, 2000
Joseph P. Hayden III             Chief Operating Officer
				 (principal executive officer)

John W. Hayden                   President, Chief Executive      June __, 2000
				 Officer and Director

*/s/J. P. Hayden, Jr.            Chairman of the Executive       June 27, 2000
J. P. Hayden, Jr.                Committee of the Board

*/s/Michael J. Conaton           Vice Chairman of the Board      June 27, 2000
Michael J. Conaton

*/s/John I. Von Lehman           Executive Vice President,       June 26, 2000
John I. Von Lehman               Chief Financial Officer,
				 Secretary and Director
				 (principal financial and
				 accounting officer)

*/s/James E. Bushman             Director                        June 30, 2000
James E. Bushman

James H. Carey                   Director                        June __, 2000

Jerry A. Grundhofer              Director                        June __, 2000

*/s/Robert W. Hayden             Director                        June 30, 2000
Robert W. Hayden

William T. Hayden                Director                        June __, 2000

*/s/William J. Keating           Director                        June 30, 2000
William J. Keating

*/s/John R. LaBar                Director                        June 27, 2000
John R. LaBar

*/s/David B. O'Maley             Director                        June 30, 2000
David B. O'Maley

John M. O'Mara                   Director                        June __, 2000

Glenn E. Schembechler            Director                        June __, 2000

	The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly casued this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Amelia, State of Ohio,
on June 29, 2000.

					The Midland Guardian Co. Salaried
					Employees 401(k) Savings Plan

					By: /s/Edward J. Heskamp

					Title: Assistant Treasurer