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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Zandi Mark 		2. Issuer Name and Ticker or Trading Symbol

MGIC INVESTMENT CORP [ MTG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MGIC INVESTMENT CORPORATION, 250 EAST KILBOURN AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/30/2016
(Street)

MILWAUKEE, WI 53202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

7/1/2016 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Share Units   (1)   (2) (4) 6/30/2016     A      5462.1849   (3) (4)      2/1/2017   (5)   (6) Common Stock   5462.1849   $0   (7) 51924.2861   D  
 

Explanation of Responses:
( 1)  The reporting person participates in the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors under which units corresponding to shares of Common Stock of the Issuer ("Share Units") are awarded to the reporting person.
( 2)  These Share Units do not have a specified dollar-denominated exercise or conversion price. (Their value is based, on a one-for-one basis, on the price of the Issuer's common stock on the New York Stock Exchange.)
( 3)  This amended Form 4 is being filed to correct the number of Share Units acquired by the reporting person through compensation deferral and to correct the resulting number of Share Units beneficially owned by the reporting person following such acquisition. Other Form 4s filed subsequeent to the filing of the Form 4 being amended hereby also understated the number of shares beneficially owned by the reporting person. Pursuant to Instruction 9(b) to Form 4, only the lines of the original Form 4 requiring correction or amendment are being restated on this amended Form 4.
( 4)  These Share Units are settled in cash, on a specified date, unless a qualified election for later distribution is made by the reporting person.
( 5)  The Share Units awarded on this transaction date are settled in cash ten business days after February 1, 2017 unless a qualified election for later distribution is made by the reporting person.
( 6)  These Share Units do not expire on a fixed date, except that the Share Units awarded on this transaction date and on January 26, 2015 are settled in cash ten business days after February 1, 2017 and 2016, respectively, unless a qualified election for later distribution is made by the reporting person.
( 7)  These Share Units were awarded to the reporting person pursuant to the Issuer's Deferred Compensation Plan for Non-Employee Directors and no price was paid by the reporting person for the Share Units.

Remarks:
This Form 4 is being signed and filed on behalf of the reporting person by the reporting person's attorney-in-fact pursuant to a previously filed power of attorney.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Zandi Mark
C/O MGIC INVESTMENT CORPORATION
250 EAST KILBOURN AVENUE
MILWAUKEE, WI 53202 		X



Signatures
Dan D. Stilwell, Attoney-in-Fact 1/13/2017
** 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 control number.
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