UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2)*


                           MGIC INVESTMENT CORPORATION
          -----------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
          -----------------------------------------------------------
                         (Title of Class of Securities)

                                    552848103
          -----------------------------------------------------------
                                 (CUSIP Number)

                                 January 4, 2010
          -----------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

        [_]      Rule 13d-1(b)
        [X]      Rule 13d-1(c)
        [_]      Rule 13d-1(d)

----------------
*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).

     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.







CUSIP No. 552848103
         ----------

1.   Names of Reporting  Persons/  I.R.S.  Identification  Nos. of Above Persons
     (entities only):
                                         LEON G. COOPERMAN
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2.  Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   [_]
         (b)   [X]
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3.  SEC  Use  Only

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4.  Citizenship or Place of Organization:

                                                 UNITED STATES
-------------------------------------------------------------------------

Number of               5.  Sole Voting Power:         3,943,300
Shares Bene-
ficially                6.  Shared Voting Power:       2,297,000
Owned by
Each Report-            7.  Sole Dispositive Power:    3,943,300
ing Person
With                    8.  Shared Dispositive Power:  2,297,000

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9.   Aggregate Amount Beneficially Owned by Each Reporting Person:

                                                 6,240,300
-------------------------------------------------------------------------

10.  Check Box if the Aggregate Amount in Row (9) Excludes
     Certain Shares [_]

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11.  Percent of Class Represented by Amount in Row (9):

                                                    4.99 %
-------------------------------------------------------------------------
12.  Type of Reporting Person

                                                      IN
-------------------------------------------------------------------------



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CUSIP No. 552848103
         ----------


This  statement  is  filed  with  respect  to  the  Shares  of  MGIC  INVESTMENT
CORPORATION  (the  "Issuer")  beneficially  owned  by  LEON G.  COOPERMAN  as of
January  31, 2009 and amends and supplements the Schedule 13G previously filed (
the "Schedule 13G"). Except as set forth herein the Schedule 13G is unmodified.


Item 4. Ownership:


Item 4(a)(b) Amount Beneficially Owned and Percent of Class:

     Mr.  Cooperman may be deemed the beneficial owner of 6,240,300 Shares which
constitutes approximately 4.99 % of the total number of Shares outstanding. This
is based on the Issuer's Form 10-Q for the quarterly  period ended September 30,
2009, which reflected 125,101,817 Shares outstanding.

     This consists of 100,000 Shares owned by Mr.  Cooperman;  1,591,300  Shares
owned by Capital LP;  556,100 Shares owned by Equity LP; 360,600 Shares owned by
Investors LP; 1,335,300 Shares owned by Overseas;  and 2,297,000 Shares owned by
the Managed Accounts.


Item 4(c) Number of Shares as to which such person has:

(i)     Sole power to vote or to direct the vote:                3,943,300

(ii)    Shared power to vote or to direct the vote:              2,297,000

(iii)   Sole power to dispose or to direct the disposition of:   3,943,300

(iv)    Shared power to dispose or to direct the disposition of: 2,297,000


Item 5. Ownership of Five Percent or Less of a Class:

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the following (X).

     Mr.  Cooperman  has  ceased  to be the  beneficial  owner of more than five
percent of the Shares.On  January 4, 2010, the Shares of which Mr. Cooperman may
be considered  the  beneficial  owner were 6,240,300  Shares,  which  constitute
approximately 4.99% of the total number of Shares outstanding as reported on the
cover page of the Issuer's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 2009. Mr.  Cooperman  reduced the number of Shares of which he may
be considered the  beneficial  owner from those reported in the the Schedule 13G
previously filed to avoid becoming an Acquiring Person under the Issuer's Rights
Agreement.


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CUSIP No. 552848103
         ----------


Item 6. Ownership of More than Five Percent on Behalf of Another Person:

     This Item 6 is not applicable.


Item 7. Identification  and Classification of  the Subsidiary Which Acquired the
        Security Being Reported on by the Parent Holding Company:

     This Item 7 is not applicable.


Item 8. Identification and Classification of Members of the Group:

     This Item 8 is not applicable.


Item 9.  Notice of Dissolution of Group:

     This Item 9 is not applicable.


Item 10. Certification:

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
Issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having such purpose or effect.



                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


DATED: February 4, 2010 as of December 31, 2009


LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Capital Investors, L.P.,
Omega Equity Investors, L.P., and
as President of Omega Advisors, Inc.


By /s/ ALAN M. STARK
  ------------------
  Alan M. Stark
  Attorney-in-Fact
Power of Attorney on file

ATTENTION:  INTENTIONAL  MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE  FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).


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