Edgar Filing: KOMANECKI JOSEPH J

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KOMANECKI JOSEPH J

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)
SVP, Controller & CAO

(Last)

(First)

(Middle)

MGIC PLAZA, 250EAST KILBOURN AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2006

(Street)

MILWAUKEE, WI 53202

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/20/2006		M		1,500	A	$ 46.0625	39,730	D
Common Stock	04/20/2006		M		5,320	A	$ 45.375	45,050	D
Common Stock	04/20/2006		M		5,000	A	$ 57.88	50,050	D
Common Stock	04/20/2006		M		6,400	A	$ 63.8	56,450	D
Common Stock	04/20/2006		M		7,950	A	$ 43.7	64,400	D
Common Stock	04/20/2006		F		175	D	$ 70.87	64,225	D
Common Stock	04/20/2006		F		636	D	$ 70.87	63,589	D
Common Stock	04/20/2006		F		305	D	$ 70.87	63,284	D
Common Stock	04/20/2006		F		212	D	$ 70.87	63,072	D
Common Stock	04/20/2006		F		1,012	D	$ 70.87	62,060	D
Common Stock	04/20/2006		S		23,830	D	$ 70.5641	38,230	D
Common Stock								0.456 ⁽¹⁾	I	By Issuer's Profit Sharing and Savings Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 46.0625

04/20/2006

1,500

⁽²⁾

05/05/2009

Common Stock

1,500

$ 0

Employee Stock Option (Right to Buy)

$ 45.375

04/20/2006

5,320

⁽³⁾

01/26/2010

Common Stock

5,320

$ 0

4,680

Employee Stock Option (Right to Buy)

$ 57.88

04/20/2006

5,000

⁽⁴⁾

01/24/2011

Common Stock

5,000

$ 0

Employee Stock Option (Right to Buy)

$ 63.8

04/20/2006

6,400

⁽⁵⁾

01/23/2012

Common Stock

6,400

$ 0

1,600

Employee Stock Option (Right to Buy)

$ 43.7

04/20/2006

7,950

⁽⁶⁾

01/22/2013

Common Stock

7,950

$ 0

5,300

Employee Stock Option (Right to Buy)

$ 68.2

⁽⁷⁾

01/28/2014

Common Stock

13,250

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KOMANECKI JOSEPH J MGIC PLAZA 250EAST KILBOURN AVENUE MILWAUKEE, WI 53202			SVP, Controller & CAO

Signatures

Dan D. Stilwell, Attorney-in-Fact		04/24/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Number of shares as of December 31, 2005.
(2)	All of these options are vested and exercisable in full.
(3)	Partial vesting of these options occurred on January 26 of each of the five years beginning in 2001, based on certain performance standards. Any portion of the option which did not vest at January 26, 2005 will become vested on January 26, 2009 based on the reporting person's continued service to the Issuer.
(4)	This option was granted to the reporting person under the Issuer's 1991 Stock Incentive Plan and one-fifth of the option vests on January 24 of each of the five years beginning in 2002.
(5)	This option was granted to the reporting person under the Issuer's 1991 Stock Incentive Plan and one-fifth of the option vests on January 23 of each of the five years beginning in 2003.
(6)	This option was granted to the reporting person under the Issuer's 2002 Stock Incentive Plan and one-fifth of the option vests on January 22 of each of the five years beginning in 2004.
(7)	This option was granted to the reporting person under the Issuer's 2002 Stock Incentive Plan and one-fifth of the option vests 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.

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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