S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
As filed with the Securities and Exchange Commission on April 27, 2006

Registration No. 333-_________

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

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE MIDLAND COMPANY
(Exact name of Registrant as Specified in its Charter)

Ohio	31-0742526
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

7000 Midland Boulevard
Amelia, Ohio 45102-2607
(513) 943-7100
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants' Principal Executive Offices)

2006 EMPLOYEE STOCK SERVICE AWARD PLAN
(Full Title of the Plan)

_________________

Joseph P. Hayden, III
The Midland Company
7000 Midland Boulevard
Amelia, Ohio 45102-2607
Telephone: (513) 943-7100
Facsimile: (513) 943-7111
(Name, Address and Telephone Number of Agent for Service)

Copies of all communications to:

F. Mark Reuter, Esq.
Keating Muething & Klekamp PLL
One East Fourth Street, Suite 1400
Cincinnati, Ohio 45202
Telephone: (513) 579-6469
Facsimile: (513) 579-6457

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered	Proposed maximum offering price Per Share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock	20,000 shares	$36.25(1)	$725,000(1)	$78

(1) Estimated to calculate registration fee.

(2) Calculated pursuant to Rule 457(h) based on the average of the high and low prices of the Common Stock on the Nasdaq National Market on April 26, 2006 of $36.25 per share.

The Exhibit Index appears after the Signature Page of this registration statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

        The following documents filed by Registrant with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof:

1. Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

2. Registrant’s Current Reports on Form 8-K filed on March 7, 2006 and April 11, 2006.

3. The description of Registrant’s Common Stock, which is contained in a registration statement filed on Form S-3, by Registrant with the Commission on September 22, 2005, registration number 333-128492.

        All reports and other documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all Common Stock offered has been sold or which deregisters all Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents.

Item 4.    Description of Securities.

      Not applicable.

Item 5.    Interests of Named Experts and Counsel.

        William J. Keating, Jr., a director and beneficial owner of securities of the Registrant, is also a partner in the law firm of Keating Muething & Klekamp PLL, which passed upon the validity of the securities that may be offered under the Plan.

Item 6.    Indemnification of Directors and Officers.

        Ohio Revised Code, Section 1701.13(E), allows indemnification by the Registrant to any person made or threatened to be made a party to any proceedings, other than a proceeding by or in the right of the Registrant, by reason of the fact that he is or was a director, officer, employee or agent of the Registrant, against expenses, including judgment and fines, if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to criminal actions, in which he had no reasonable cause to believe that his conduct was unlawful. Similar provisions apply to actions brought by or in the right of the Registrant, except that no indemnification shall be made in such cases when the person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Registrant unless deemed otherwise by the court. Indemnification is to be made by a majority vote of a quorum of disinterested directors or the written opinion of independent counsel or by the shareholders or by the court. Registrant’s Code of Regulations provides that it shall indemnify its directors and officers to the fullest extent not prohibited by law. Additionally, Registrant maintains director and officer liability insurance which provides coverage against certain liabilities.

Item 7.    Exemption from Registration Claimed.

        Not applicable.

Item 8.    Exhibits.

        The Exhibits to this registration statement are listed in the Index to Exhibits which immediately follows the signature pages hereto.

Item 9.    Undertakings.

        9.1    The undersigned Registrant hereby undertakes:

    (1)        To file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

    (i)         to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

    (ii)        that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

    (iii)        to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

        9.2    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        9.3    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on April 27, 2006.

THE MIDLAND COMPANY


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

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below marked with an asterisk hereby authorizes Joseph P. Hayden, III or John I. Von Lehman as attorney-in-fact to sign on his or her behalf individually and in each capacity indicated below, any amendments, including post-effective amendments, to this Registration Statement.

Signature	Title	Date
*/s/ James E. Bushman	Director	April 27, 2006
James E. Bushman
*/s/ James H. Carey	Director	April 27, 2006
James H. Carey
*/s/ Michael J. Conaton	Director	April 27, 2006
Michael J. Conaton
*/s/Jerry A. Grundhofer	Director	April 27, 2006
Jerry A. Grundhofer
*/s/ Joseph P. Hayden, Jr.	Director	April 27, 2006
Joseph P. Hayden, Jr.
*/s/ Joseph P. Hayden, III	Chairman of the Board, Chief Operating	April 27, 2006
Joseph P. Hayden, III	Officer and Director
*/s/ John W. Hayden	President, Chief Executive Officer and Director	April 27, 2006
John W. Hayden	(Principal Executive Officer)
*/s/ William T. Hayden	Director	April 27, 2006
William T. Hayden
*/s/ William J. Keating	Director	April 27, 2006
William J. Keating
*/s/ John R. LaBar	Director	April 27, 2006
John R. LaBar
*/s/ Richard M. Norman	Director	April 27, 2006
Richard M. Norman
*/s/ David B. O'Maley	Director	April 27, 2006
David B. O'Maley
*/s/ John M. O'Mara	Director	April 27, 2006
John M. O'Mara
*/s/ Rene J. Robichaud	Director	April 27, 2006
Rene J. Robichaud
*/s/ Glenn E. Schembechler	Director	April 27, 2006
Glenn E. Schembechler
*/s/ Marie Francis Thrailkill, OSU Ed.D	Director	April 27, 2006
Marie Francis Thrailkill, OSU Ed.D
*/s/ John I. Von Lehman	Chief Financial and Accounting Officer and Secretary	April 27, 2006
John I. Von Lehman	(Principal Financial Officer and Principal Accounting Officer) and Director

Index to Exhibits

Exhibit 4.1 Registrant’s Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Registrant’s Form 10-Q for the quarter ended June 30, 1998)*

Exhibit 4.2 Registrant’s Code of Regulations, amended and restated (incorporated by reference to Exhibit 3(ii) of Registrant’s Form 10-Q for the quarter ended June 30, 2000)*

Exhibit 4.3 The Midland Company 2006 Employee Stock Service Award Plan

Exhibit 5 Opinion of Keating Muething & Klekamp PLL

Exhibit 23.1 Consent of Deloitte & Touche LLP

Exhibit 23.2 Consent of Keating Muething & Klekamp PLL (contained in Exhibit 5)*

Exhibit 24 Power of Attorney (contained in the signature page)*

* All Exhibits are filed herewith unless otherwise indicated.

EX-4

EXHIBIT 4.3

THE MIDLAND COMPANY
2006 EMPLOYEE STOCK SERVICE AWARD PLAN

1.    PURPOSE.

        The purpose of the 2006 Employee Stock Service Award Plan (the “Plan”) is to provide employees of The Midland Company (“Midland”) or any of its subsidiaries or affiliates (such subsidiaries and affiliates and Midland are hereinafter collectively referred to as “Company”) added incentive to their employment and to encourage their increased efforts to promote the best interests of the Company. The Plan seeks to accomplish these purposes by awarding eligible employees shares of Midland’s Common Stock (the “Common Stock”) based upon years of service to the Company.

2.   ELIGIBILITY.

        This Plan is available to all Eligible Employees. “Eligible Employees” are those individuals who perform services for the Company, who are treated as employees by the Company for federal income tax purposes, who customarily work in excess of 20 hours per week for the Company, who customarily work for the Company in excess of five months in any calendar year, and who have been selected for participation by the Committee (as defined herein), in its sole discretion. The term “Eligible Employees” shall include Officers. As used herein, “Officer” means a person who is considered to be an officer of Midland under Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

3.   EFFECTIVE DATE.

        The Plan shall become effective only after the adoption by Midland’s Board of Directors, and the approval by the stockholders of Midland to the extent required by and in accordance with applicable law or NASD regulation. Unless so approved by Midland’s stockholders within one (1) year after the date of the adoption of the Plan by Midland’s Board of Directors, the Plan shall not be effective for any purpose.

4.   ADMINISTRATION OF THE PLAN.

        The Plan shall be administered by the Compensation Committee designated by Midland’s Board of Directors (the “Committee”). The Committee shall be comprised of two or more directors each of whom shall be a “Non-Employee Director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Committee may delegate its authority to grant awards to Eligible Employees provided that the Committee must grant awards and determine all terms of awards to Officers. Except as otherwise provided herein, the Committee may amend, suspend, discontinue or terminate the Plan or any portion thereof at any time and for any reason, including a reason related to the necessity or advisability to register or qualify shares of Common Stock issued under the Plan upon any securities exchange or under any state or federal law.

        The Committee has the sole power and authority to: (i) interpret and administer the Plan and any instrument or agreement entered into under the Plan; (ii) establish such rules and regulations and appoint such agents and delegate such authority as it shall deem appropriate for the proper administration of the Plan; (iii) establish the threshold years of service to the Company for Eligible Employees and the amount of Common Stock to award for such service; and (iv) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan, including, but not limited to, the waiver of any employee eligibility requirement, in its sole discretion. Decisions of the Committee shall be final, conclusive and binding upon all persons, including Company, any participant and any other employee. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.  

5.    PARTICIPATION.

        Following the close of each calendar month, the Committee will review the Eligible Employees’ years of service to the Company consistent with the thresholds established by the Committee and authorize the issuance of Common Stock to those Eligible Employees who qualify for stock service awards (hereinafter referred to as “Participants”) in such amounts as it shall determine in its sole discretion and based upon each Participant’s years of service to the Company. An otherwise qualified Eligible Employee shall forfeit such stock service award in the event of the termination of his or her employment at any time prior to the date on which the shares of Common Stock awarded under the Plan are registered in such individual’s name and issued in certificate form by Midland’s Transfer Agent and Registrar for Midland’s Common Stock, currently National City Bank.

6.    ISSUANCE AND TRANSFER.

        Shares of Common Stock awarded under the Plan will be registered in the names of the Participants and issued in certificate form by Midland’s Transfer Agent and Registrar for Midland’s Common Stock, currently National City Bank. Notwithstanding the foregoing, the Company may award shares of Common Stock pursuant to the Plan, subject to such terms and conditions, including restrictions or limitations on the transferability on such shares, as the Committee, in its sole discretion, shall from time to time determine. The Committee has broad discretion as to the specific terms and conditions of the transfer restrictions.

7.    DIVIDENDS.

        Midland pays dividends, only if and when declared by Midland’s Board of Directors, to the record holders of shares of its Common Stock. As the record holder of shares of Common Stock awarded under the Plan, a Participant will be entitled to receive dividends, if any, for all shares registered in such Participant’s name on the record date. Participants in the Plan also will be eligible to participate in the Dividend Reinvestment Plan on the terms and conditions of such plan, if they so desire. If a Participant elects to participate in the Dividend Reinvestment Plan, he or she will be entitled to reinvest his or her dividends to purchase additional shares of Common Stock.

8.   TERMINATION OR AMENDMENT OF THE PLAN.

        The Committee may terminate the Plan at any time. Notice of termination shall be given to all Eligible Employees, but any failure to give such notice shall not impair the effectiveness of the termination. The Plan will terminate in any event when the maximum number of shares of Common Stock to be awarded under the Plan has been awarded. If at any time the number of shares remaining available for award under the Plan is not sufficient to satisfy all then-outstanding awards, the Committee may determine an equitable basis of allocating available shares. The Committee may amend the Plan from time to time; provided, however, no such amendment shall increase the maximum number of shares of Common Stock that may be awarded under the Plan without requisite shareholder approval or other approval if applicable law or NASD regulation requires.

9.    NON-TRANSFERABILITY.

        No right or interest in this Plan shall be assignable or transferable, or subject to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy. Any such attempted assignment, transfer, pledge or other disposition of any rights under this Plan shall be null and void and shall automatically terminate all rights of an Eligible Employee and/or Participant, as the case may be, under the Plan.

10.    SHAREHOLDER’S RIGHTS.

        No employee shall by reason of this Plan have any rights of a shareholder of Midland until and to the extent such employee is awarded Common Stock as herein provided. Upon award of the Common Stock, a Participant shall have all rights of a shareholder of Midland, but no special rights or benefits because such Participant is employed by the Company.

11.   NO RIGHT TO CONTINUED EMPLOYMENT.

        Nothing contained in the Plan or any award granted pursuant to the Plan shall confer upon any employee the right to continue in the employ of the Company or interfere with the right of the Company to terminate such employee’s employment at any time.

12.   MAXIMUM NUMBER AND SOURCE OF SHARES; ADJUSTMENTS.

        The maximum number of shares of Common Stock that may be awarded to all Eligible Employees under this Plan is 20,000. Common Stock awarded hereunder may be treasury shares, authorized and unissued shares, or a combination thereof. If Midland shall, at any time, change its issued Common Stock into a different number through stock dividend, stock split, combination or otherwise, the number of shares of Common Stock specified in this Plan shall be proportionately adjusted.

13.    TAX CONSEQUENCES.

        The Participants should understand that under current law the value of the Common Stock awarded under the Plan shall be taxable as income to such Participants. The foregoing discussion is not a complete analysis or listing of all potential tax effects relevant to participation in the Plan. The Participants are urged to consult their own tax advisors in determining the federal, state, local and foreign income tax consequences, and any other tax consequences, of participation in the Plan.

14.    MISCELLANEOUS.

14.1 Any authorization, election, notice or document under this Plan from an Eligible Employee or Participant shall be delivered to the Committee or its designee and shall be effective when delivered.

14.2 This Plan, and the Company’s obligation to deliver Common Stock hereunder, shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approval by any regulatory or governmental agency as may, in the opinion of counsel for Company, be required.

14.3 With respect to any award hereunder, the Committee may, in its discretion and subject to such rules as the Committee may adopt, permit or require any Participant to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with an award by electing to have the Company withhold Common Stock having a fair market value (as of the date the amount of withholding tax is determined) equal to the amount of withholding tax.

14.4 The internal substantive laws of the State of Ohio, without giving effect to the conflict of law provisions thereof, shall govern this Plan and actions taken in connection with it. Any litigation involving or arising under this Plan shall be maintained solely in the Common Pleas Court of Clermont County, Ohio or in the United States District Court for the Southern District of Ohio.

14.5 Nothing contained in the Plan or in any resolution adopted by Midland’s Board of Directors or the holders of Common Stock shall constitute the grant of any award hereunder. An award under the Plan shall be deemed to have been granted on the date on which the shares of Common Stock awarded under the Plan are registered in a Participant’s name and issued in certificate form by Midland’s Transfer Agent and Registrar for Midland’s Common Stock, currently National City Bank.  

14.6 No director, officer or employee of Company or member of the Committee shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Common Stock issued hereunder and, to the fullest extent not prohibited by law, all such directors, officers, employees and members shall be indemnified and held harmless by Company for any liability and expenses which may occur through any claim or cause of action arising under or in connection with this Plan or any Common Stock purchased under this Plan.

EX-5

Exhibit 5


[Stationery of Keating Muething & Klekamp PLL]

April 27, 2006

F. MARK REUTER
DIRECT DIAL: (513) 579-6469
FACSIMILE: (513) 579-6457
E-Mail: FReuter@kmklaw.com

The Midland Company
7000 Midland Boulevard
Amelia, Ohio 45102-2607

Ladies and Gentlemen:

        This firm is general counsel to The Midland Company and, as such, we are familiar with Midland’s Articles of Incorporation, Code of Regulations and corporate proceedings generally. We have reviewed the corporate records as to The Midland Company’s 2006 Employee Stock Service Award Plan, pursuant to which 20,000 shares of Common Stock may be issued. Based solely upon such examination, we are of the opinion that:

    1.        Midland is a duly organized and validly existing corporation under the laws of the State of Ohio; and

    2.        Midland has taken all necessary and required corporate actions in connection with the proposed issuance of up to 20,000 shares of Common Stock pursuant to the Plan and, the Common Stock, when issued and delivered, will be validly issued, fully paid and non-assessable shares of Common Stock of Midland free of any claim of pre-emptive rights.

        We hereby consent to be named in the Registration Statement and the Prospectus. In providing this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act of 1933 or that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

KEATING MUETHING & KLEKAMP PLL



BY: /s/F. Mark Reuter
      ——————————————
      F. Mark Reuter

EX-23

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 3, 2006, relating to the consolidated financial statements and financial statement schedules of The Midland Company, and management’s report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of The Midland Company for the year ended December 31, 2005.

/s/DELOITTE & TOUCHE LLP

Cincinnati, Ohio
April 27, 2006