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)  January 4, 1995       

                     			      The Midland Company 
	           (Exact Name of registrant as specified in its charter)             

       	 Incorporated in Ohio              1-6026           31-0742526  
     (State or other jurisdiction       (Commission       (IRS Employer 
	         of incorporation)             File Number)   Identification No.) 

              		 537 E. Pete Rose Way, Cincinnati, Ohio 45202
	            (Address of principal executive offices)  (Zip Code)

Registrant's Telephone Number, including area code    (513) 721 -3777   

                            				     N/A
       	(Former name or former address, if changed since last report.)




Item 2.  Acquisition or Disposition of Assets.

	On December 28, 1994, The Midland Company's wholly owned 
subsidiary, M/G Transport Services, Inc. (M/G Transport), sold a portion 
of its physical assets to Ingram Ohio Barge Company, a subsidiary of 
Ingram Industries of  Nashville, Tennessee.  M/G Transport sold eight 
towboats and 314 barges for approximately $47,000,000.  The assets were 
sold at a small book profit.  As part of the transaction, M/G Transport 
exchanged 40 open hopper barges for 40 steel roll top barges previously 
owned by the Ingram.  The proceeds from the transaction (which have been 
paid to M/G Transport on the date of the transaction) have been used to 
reduce long and short-term borrowings and to pay approximately 
$9,000,000 in federal income taxes deferred from prior years.

	As part of the agreement, the purchaser will assume the current 
affreightment contracts of M/G Transport which will no longer be 
operating boats along the Ohio and Mississippi river systems.  M/G 
Transport will, however, continue to own four towboats that are 
contracted on long term charters and 279 barges.  The registrant's River 
Transportation division reported revenues of $53,000,000 in 1993, of 
which approximately $41,000,000 represent revenues attributable to the 
assets sold in the transaction. 

	There is no material relationship between the purchasers and the 
registrant or any of its affiliates, any director or officer of the 
registrant, or any associates of any such director or officer.  

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.

                                   						   The Midland Company             
						                                          (Registrant)


Date      December 28, 1994             By S/ John I. Von Lehman
					                                         John I. Von Lehman
					                                         Vice President, Treasurer       
					                                         and Chief Financial Officer