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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Karpowicz James A
(Last) (First) (Middle)
MGIC PLAZA
250 EAST KILBOURN AVENUE
(Street)
MILWAUKEE WI 53202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MGIC INVESTMENT CORP [ MTG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2005 F 91 D $62.74 39,738 D
Common Stock 03/01/2005 F 78 D $62.74 39,660 D
Common Stock 135.398(1) I By reporting person's spouse
Common Stock 817.61(2) I By Issuer's Profit Sharing and Savings Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) $36.4375 (3) 01/22/2007 Common Stock 6,000 6,000 D
Employee Stock Options (Right to Buy) $46.0625 (3) 05/05/2009 Common Stock 10,000 10,000 D
Employee Stock Options (Right to Buy) $45.375 (4) 01/26/2010 Common Stock 12,500 12,500 D
Employee Stock Options (Right to Buy) $57.88 (5) 01/24/2011 Common Stock 6,250 6,250 D
Employee Stock Options (Right to Buy) $63.8 (6) 01/23/2012 Common Stock 10,000 10,000 D
Employee Stock Options (Right to Buy) $43.7 (7) 01/22/2013 Common Stock 7,000 7,000 D
Employee Stock Options (Right to Buy) $68.2 (8) 01/28/2014 Common Stock 7,000 7,000 D
Explanation of Responses:
1. The reporting person disclaims beneficial ownership of shares reported herein which are owned by his spouse.
2. Balance as of December 31, 2004.
3. All of these options are vested and exercisable in full.
4. Vesting of these options occurs on January 26 of each of the five years beginning in 2001, at a rate equal to the percent by which the Issuer's earnings per share for the prior fiscal year was of $31.21, subject to at least a 10% increase in the Issuer's earnings per share from the prior fiscal year, and with any portion of the option which has not been vested at January 26, 2005 becoming vested on January 26, 2009.
5. One-fifth of these options vest on January 24 of each of the five years beginning in 2002.
6. One-fifth of these options vest on January 23 of each of the five years beginning in 2003.
7. One-fifth of these options vest on January 22 of each of the five years beginning in 2004.
8. One-fifth of these options vest on January 28 of each of the five years beginning in 2005.
Remarks:
This form is signed by the reporting person's attorney-in-fact pursuant to a previously filed power of attorney.
Dan D. Stilwell, Attorney-in-Fact 03/01/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.





Power of Attorney Regarding Form 3, Form 4, and Form 5





KNOW ALL BY THESE PRESENTS, that the undersigned, a person required to file reports of changes in beneficial ownership of equity securities of MGIC Investment Corporation (the "Company"), hereby appoints each person who is the Chief Financial Officer, the Chief Accounting Officer, the General Counsel, the Associate General Counsel or the Assistant General Counsel of the Company as the attorney-in-fact and agent of the undersigned to sign the undersigned's name to any Form 3, Form 4, or Form 5 to be filed with the Securities and Exchange Commission or any securities exchange.  Each of the persons authorized to act as such attorney-in-fact and agent above may do so separately without the concurrence of the other persons.  The authority granted hereunder is granted to the person occupying the position specified at the time such authority is exercised.





Dated:   January 27, 2005







Signature:



Please print name:   James A. Karpowicz