Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Engelman, David S.

2. Issuer Name and Ticker or Trading Symbol
MGIC Investment Corporation (MTG)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

P.O. Box 648
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
03/31/2003

(Street)

Rancho Santa Fe, CA 90267

5. If Amendment,
Date of Original
(Month/Day/Year)
03/03/2003(1)		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

02/28/03

 

A

 

861(2)

A

$39.46

 

D

 

Common Stock

02/28/03

 

A

 

1,291(3)

A

---

7,461.80

D

 

Common Stock

N/A

N/A

 

 

 

 

 

6,397(4)

I

By Trust
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).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

NONE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Explanation of Responses:

(1) This amended Form 4 is being filed to correct a rounding error on the original Form 4 and to attach a copy of the power of attorney under which both the original Form 4 and this amended Form 4 are being signed and filed.
(2) These shares were acquired by the reporting person under the Issuer's 2002 Stock Incentive Plan.
(3) Pursuant to the Issuer's 2002 Stock Incentive Plan, the reporting person is awarded one and one-half (1 1/2) shares of restricted Common Stock for each share of Common Stock acquired by the reporting person under the Plan.
(4) These shares are owned by a trust of which the reporting person is a trustee and, with members of his immediate family, a beneficiary. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in the trust.
(5) This form is signed by the reporting person's attorney-in-fact pursuant to the attached power of attorney.
  By: /s/ Dan D. Stilwell
             Dan D. Stilwell, Attorney-in-fact(5)
**Signature of Reporting Person		 March 31, 2003
Date

**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.

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Power of Attorney Regarding Form 4 and Form 5



KNOW ALL BY THESE PRESENTS, that the undersigned, a director 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 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:   February 3, 2003


      /s/ David S. Engelman


      Please print name: David S. Engelman