Midland Co - Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* GRAY WILLIAM T	2. Issuer Name and Ticker or Trading Symbol MIDLAND CO [ MLAN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Executive VP & CFO
(Last) (First) (Middle) 7000 MIDLAND BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 12/14/2007
(Street) AMELIA, OH 45102 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	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	12/14/2007		G	V	390	D	$0	6123.494	D
Common Stock								341.34	I	By 401(k)

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$11.375							2/21/2001	2/21/2010	Common Stock	550		550	D
Stock Option	$11.375							2/21/2002	2/21/2010	Common Stock	550		550	D
Stock Option	$11.375							2/21/2003	2/21/2010	Common Stock	550		550	D
Stock Option	$11.375							2/21/2004	2/21/2010	Common Stock	550		550	D
Stock Option	$16.594							2/15/2002	2/15/2011	Common Stock	500		500	D
Stock Option	$16.594							2/15/2003	2/15/2011	Common Stock	500		500	D
Stock Option	$16.594							2/15/2004	2/15/2011	Common Stock	500		500	D
Stock Option	$16.594							2/15/2005	2/15/2011	Common Stock	500		500	D
Stock Option	$20.78							2/15/2003	2/14/2012	Common Stock	476		476	D
Stock Option	$20.78							2/15/2004	2/14/2012	Common Stock	476		476	D
Stock Option	$20.78							2/15/2005	2/14/2012	Common Stock	474		474	D
Stock Option	$20.78							2/15/2006	2/14/2012	Common Stock	474		474	D
Stock Option	$17.23							2/14/2004	2/13/2013	Common Stock	689		689	D
Stock Option	$17.23							2/14/2005	2/13/2013	Common Stock	689		689	D
Stock Option	$17.23							2/14/2006	2/13/2013	Common Stock	689		689	D
Stock Option	$17.23							2/14/2007	2/13/2013	Common Stock	688		688	D
Stock Option	$20.4							2/18/2005	2/17/2014	Common Stock	543		543	D
Stock Option	$20.4							2/18/2006	2/17/2014	Common Stock	542		542	D
Stock Option	$20.4							2/18/2007	2/17/2014	Common Stock	543		543	D
Stock Option	$20.4							2/18/2008	2/17/2014	Common Stock	542		542	D
Stock Option	$33.21							2/17/2006	2/16/2015	Common Stock	476		476	D
Stock Option	$33.21							2/17/2007	2/16/2015	Common Stock	477		477	D
Stock Option	$33.21							2/17/2008	2/16/2015	Common Stock	476		476	D
Stock Option	$33.21							2/17/2009	2/16/2009	Common Stock	476		476	D
Stock Option	$32.1							2/24/2007	2/23/2016	Common Stock	774		774	D
Stock Option	$32.1							2/24/2008	2/22/2016	Common Stock	774		774	D
Stock Option	$32.1							2/24/2009	2/23/2016	Common Stock	773		773	D
Stock Option	$32.1							2/24/2010	2/23/2016	Common Stock	774		774	D
Stock Option	$44.11							⁽¹⁾	2/21/2017	Common Stock	3655		3655	D

Explanation of Responses:
( 1)	The option vests in the amount of one-fourth annually from the date of grant.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GRAY WILLIAM T 7000 MIDLAND BOULEVARD AMELIA, OH 45102			Executive VP & CFO

Signatures
Lori Birkenhauer as Attorney-in-Fact for William T. Gray		1/2/2008
^** 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.