SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934



Date of Report
(Date of earliest
event reported):
May 13, 2004


MGIC Investment Corporation
(Exact name of registrant as specified in its charter)


Wisconsin
1-10816
39-1486475
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)  (I.R.S. Employer
Identification No.)


250 East Kilbourn Avenue, Milwaukee, Wisconsin 53202
(Address of principal executive offices, including zip code)


(414) 347-6480

(Registrant’s telephone number, including area code)



Item 7.        Financial Statements and Exhibits.

       (c)              Exhibits.


                    Pursuant to General Instruction B.2 to Form 8-K, the Company’s May 13, 2004 press release is furnished as Exhibit 99 and is not filed.

Item 9.        Regulation FD Disclosure.

                    On May 13, 2004, the Company issued a press release regarding certain amendments to the Rights Agreement, dated July 22, 1999, between the Company and Wells Fargo Bank, N.A. (f/k/a Wells Fargo Bank Minnesota, National Association) (as successor Rights Agent to U.S. Bank National Association), as amended by the First Amendment to Rights Agreement, dated as of October 28, 2002, and the Second Amendment to Rights Agreement, dated as of October 28, 2002. The press release is furnished as Exhibit 99.





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SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



MGIC INVESTMENT CORPORATION


Date:  May 14, 2004 By:    /s/ Jeffrey H. Lane
Jeffrey H. Lane
Senior Vice President, General Counsel
   and Secretary







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MGIC INVESTMENT CORPORATION

EXHIBIT INDEX TO FORM 8-K
Report Dated May 13, 2004

Exhibit No.

(99) Press release dated May 13, 2004. (Pursuant to General Instruction B.2 to Form 8-K, this press release is furnished and is not filed).





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