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 ^* HAYDEN JOSEPH P III	2. Issuer Name and Ticker or Trading Symbol MIDLAND CO [ MLAN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chairman of the Board and COO
(Last) (First) (Middle) 7000 MIDLAND BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 2/15/2008
(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	2/15/2008		A ⁽¹⁾		11458	A	$0	98101	D
Common Stock	2/15/2008		F		4577	D	$64.22	93524	D
Common Stock								261413	I	Trustee for Marital Trust
Common Stock								25206	I	By Spouse
Common Stock								83716	I	As Trustee for Immediate Family
Common Stock								252636	I	By Children in Trust
Common Stock								207945	I	By LLC

*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	6350		6350	D
Stock Option	$11.375							2/21/2002	2/21/2010	Common Stock	6350		6350	D
Stock Option	$11.375							2/21/2003	2/21/2010	Common Stock	6350		6350	D
Stock Option	$11.375							2/21/2004	2/21/2010	Common Stock	6350		6350	D
Stock Option	$16.594							2/15/2002	2/15/2011	Common Stock	6000		6000	D
Stock Option	$16.594							2/15/2003	2/15/2011	Common Stock	6000		6000	D
Stock Option	$16.594							2/15/2004	2/15/2011	Common Stock	6000		6000	D
Stock Option	$16.594							2/15/2005	2/15/2011	Common Stock	6000		6000	D
Stock Option	$20.78							2/15/2003	2/14/2012	Common Stock	4970		4970	D
Stock Option	$20.78							2/15/2004	2/14/2012	Common Stock	4970		4970	D
Stock Option	$20.78							2/15/2005	2/14/2012	Common Stock	4970		4970	D
Stock Option	$20.78							2/15/2006	2/14/2012	Common Stock	4970		4970	D
Stock Option	$17.23							2/14/2004	2/13/2013	Common Stock	6284		6284	D
Stock Option	$17.23							2/14/2005	2/13/2013	Common Stock	6284		6284	D
Stock Option	$17.23							2/14/2006	2/13/2013	Common Stock	6284		6284	D
Stock Option	$17.23							2/14/2007	2/13/2013	Common Stock	6283		6283	D
Stock Option	$24.40							2/18/2005	2/17/2014	Common Stock	4901		4901	D
Stock Option	$24.40							2/18/2006	2/17/2014	Common Stock	4901		4901	D
Stock Option	$24.40							2/18/2007	2/17/2014	Common Stock	4902		4902	D
Stock Option	$24.40							2/18/2008	2/17/2014	Common Stock	4901		4901	D
Stock Option	$33.21							2/17/2006	2/16/2015	Common Stock	4429		4429	D
Stock Option	$33.21							2/17/2007	2/16/2015	Common Stock	4429		4429	D
Stock Option	$33.21							2/17/2008	2/16/2015	Common Stock	4428		4428	D
Stock Option	$33.21							2/17/2009	2/16/2015	Common Stock	4429		4429	D
Stock Option	$32.10							2/24/2007	2/22/2016	Common Stock	7646		7646	D
Stock Option	$32.10							2/24/2008	2/22/2016	Common Stock	7646		7646	D
Stock Option	$32.10							2/24/2009	2/22/2016	Common Stock	7647		7647	D
Stock Option	$32.10							2/24/2010	2/22/2016	Common Stock	7646		7646	D
Stock Option	$44.11							⁽²⁾	2/21/2017	Common Stock	19220		19220	D

Explanation of Responses:
( 1)	Shares were earned by Mr. Hayden based on performance shares awarded February 17, 2005 pursuant to the 2002 Employee Incentive Stock Plan.
( 2)	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
HAYDEN JOSEPH P III 7000 MIDLAND BOULEVARD AMELIA, OH 45102	X		Chairman of the Board and COO

Signatures
Lori Birkenhauer, Attorney-in-Fact for Joseph P. Hayden III		2/20/2008
^** 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).
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