8-K

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):     October 26, 2005

                                        THE MIDLAND COMPANY                           

(Exact name of registrant as specified in its charter)

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

7000 Midland Boulevard, Amelia, Ohio 45102-2607

(Address of principal executive offices) (Zip Code)

(513) 943-7100

Registrant's telephone number, including area code

                                                      Not Applicable                                                       
(Former name or former address, if changed since last report.)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

        Effective October 26, 2005 M/G Transport Services, Inc., a subsidiary of the registrant, entered into Addendum No. 1 to the Vessel Construction Contract with Trinity Marine Products Inc. filed herewith as Exhibit 10.1. This Addendum obligates M/G Transport to purchase an additional twenty barges for an aggregate purchase price of $8,092,000 beginning in December of 2006. The description of this Addendum is qualified in its entirety by the Addendum filed as an exhibit herewith and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

10.1 Addendum No. 1 to Vessel Construction Contract between M/G Transport Services, Inc. and Trinity Marine Products Inc. dated October 26, 2005.

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.

Date:  October 26, 2005 THE MIDLAND COMPANY


BY: /s/John I. Von Lehman
      ——————————————
      John I. Von Lehman
      Executive Vice President,
      Chief Financial Officer
      and Secretary

EX-10

Exhibit 10.1

[TRINITY MARINE PRODUCTS, INC. STATIONERY]

October 13, 2005

Mr. Jack L. Lordo
M/G Transport Services, Inc.
7000 Midland Blvd.
Amelia, OH 45102-2607

Subject: Addendum No. 1 to Vessel Construction Contract dated September 6, 2005 ("Contract") by and between M/G Transport Services, Inc. (M/G Transport) ("Purchaser") and Trinity Marine Products, Inc. (TMP) ("Builder").

Dear Mr. Lordo,

This letter is written confirmation of our verbal communication, wherein M/G Transport Services, Inc. advised TMP, Stephen Sheridan, of its intent to place an additional order for Twenty (20) 2006 Option Barges and attach these barges to the subject Contract. Jack L. Lordo hereby affirms its Order for 2006, as more specifically described herein and pursuant to the Contract and its Exhibits. The parties’ execution of this letter confirms that the delivery dates as noted on Exhibit A Supplemental herein, are mutually agreeable and that M/G Transport Services, Inc. has accepted the Builder’s Price of as outline din Exhibit “A” Supplemental per barge.

All terms and conditions of the Contract remain unchanged and in full force and effect.

This Addendum No. 1 is submitted in duplicate. If it is an accurate reflection of our agreement for the 2006 Option Barges, please execute both copies and return one set for our files.

We appreciate your continued confidence in Trinity Marine Products, Inc. and look forward to working with you on the construction and delivery of these barges.

Sincerely,

/s/Stephen Sheridan
Stephen Sheridan
Senior Vice President, Sales

AGREED AND ACCEPTED AS TO FORM AND SUBSTANCE:

M/G Transport Services, Inc.

By:    /s/Jack L. Lordo            
            Jack L. Lordo

Date:     10/26/2005

EXHIBIT A – SUPPLEMENTAL

I. DESCRIPTION OF VESSEL:

A. The Vessels are: Twenty (20) 195’ x 35’ x 13’ Rake Open Hopper Barges.

B. Hull No. will be assigned when production starts.

C. The Vessel shall be built in accordance with the following Contract Documents:

1. This Contract

2. Specifications, dated August 10, 2005, Exhibit “A-1"

3. General Arrangement Dwg. No. E4185 Exhibit “A-2"

4. Tax Exemption Form for signature

II. PRICE AND PAYMENT SCHEDULE:

A. The contract price for the Vessel is Four Hundred Four Thousand, Six Hundred Dollars ($404,600.00) per vessel subject to Article II of the Vessel Construction Contract to which this Exhibit is attached. The contract price quoted above is subject to plate steel surcharge if applicable.

B. Payment due in full by wire transfer for Vessels which have been delivered and accepted at shipyard. Payment due each Friday until all Vessels have been completed. No further down payment required.

III. PLACE OF DELIVERY:

The Vessel shall be delivered at Builder’s yard in Caruthersville, MO.

IV. DATE OF DELIVERY:

The Date of Delivery is December, 2006. If any barges are not completed and delivered in December, 2006, contiguously they will be finished and delivered in January 2007, immediately following the barges built and delivered in December, at the same price agreed upon.

V. Notice to Purchaser shall be addressed as follows:

M/G Transport Services, Inc.
7000 Midland Blvd.                                       Tel:    513/943-7300          
Amelia, OH 45102-2607                               Fax:    513/947-4659          
Attention:  Mr. Jack L. Lordo

VI. The parties’ representatives are:

A. For Purchaser:    Mr. Jack Lordo

B. For Builder:        Mr. Stephen Sheridan

EXHIBIT APPROVED BY:

Builder:        /s/SS                     (Initial)          Purchaser:       /s/JLL                     (Initial)