SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GRAY WILLIAM T

(Last)

(First)

(Middle)

7000 MIDLAND BLVD

(Street)

AMELIA

45102

(City)

(State)

(Zip)

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)
	Treasurer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	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							4,539.329⁽¹⁾⁽²⁾	D
Common Stock							331.41⁽²⁾	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$11.375						02/21/2001	02/21/2010	Common Stock	550		550	D
Stock Option	$11.375						02/21/2002	02/21/2010	Common Stock	550		550	D
Stock Option	$11.375						02/21/2003	02/21/2010	Common Stock	550		550	D
Stock Option	$11.375						02/21/2004	02/21/2010	Common Stock	550		550	D
Stock Option	$16.594						02/15/2002	02/15/2011	Common Stock	500		500	D
Stock Option	$16.594						02/15/2003	02/15/2011	Common Stock	500		500	D
Stock Option	$16.594						02/15/2004	02/15/2011	Common Stock	500		500	D
Stock Option	$16.594						02/15/2005	02/15/2011	Common Stock	500		500	D
Stock Option	$20.78						02/15/2003	02/14/2012	Common Stock	476		476	D
Stock Option	$20.78						02/15/2004	02/14/2012	Common Stock	476		476	D
Stock Option	$20.78						02/15/2005	02/14/2012	Common Stock	474		474	D
Stock Option	$20.78						02/15/2006	02/14/2012	Common Stock	474		474	D
Stock Option	$17.23						02/14/2004	02/13/2013	Common Stock	689		689	D
Stock Option	$17.23						02/14/2005	02/13/2013	Common Stock	689		689	D
Stock Option	$17.23						02/14/2006	02/13/2013	Common Stock	689		689	D
Stock Option	$17.23						02/14/2007	02/13/2013	Common Stock	688		688	D
Stock Option	$20.4						02/18/2005	02/17/2014	Common Stock	543		543	D
Stock Option	$20.4						02/18/2006	02/17/2014	Common Stock	542		542	D
Stock Option	$20.4						02/18/2007	02/17/2014	Common Stock	543		543	D
Stock Option	$20.4						02/18/2008	02/17/2014	Common Stock	542		542	D
Stock Option	$33.21						02/17/2006	02/16/2015	Common Stock	476		476	D
Stock Option	$33.21						02/17/2007	02/16/2015	Common Stock	477		477	D
Stock Option	$33.21						02/17/2008	02/16/2015	Common Stock	476		476	D
Stock Option	$33.21						02/17/2009	02/16/2015	Common Stock	476		476	D

Explanation of Responses:

1. Includes 223.147 shares acquired pursuant to the Company's Dividend Reinvestment Plan, 1,265.187 shares acquired pursuant to the Company's Employee Discount Stock Purchase Plan.

2. This Form 5 is being filed solely to update end-of-period holdings resulting from routine acquisitions exempt from reporting pursuant to Rule 16b-3(c).

	Lori Birkenhauer as Attorney-in-Fact for William T. Gray	02/09/2006
	** 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 Number.