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): April 29, 2004

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 No.)	(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.)

TABLE OF CONTENTS

	Item 10. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
SIGNATURES
EXHIBIT 14

Item 10. Amendments to the Registrant’s Code of Ethics, or Waiver of a
Provision of the Code of Ethics.

     On April 29, 2004 The Midland Company’s Board of Directors approved amendments to the Code of Financial Conduct for Senior Financial Officers of the Company to include provisions contemplated by rules of the National Association of Securities Dealers and relating to compliance procedures, prohibitions against retaliation against employees, applicability to all employees and the amendment of the Code. The Code, which is incorporated herein by reference, is available upon written request to John I. Von Lehman at The Midland Company, 7000 Midland Boulevard, Amelia, Ohio 45102 and is attached hereto as Exhibit 14.

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
Date: April 29, 2004	By:	/s/ John I. Von Lehman
		John I. Von Lehman
		Executive Vice President, Chief Financial Officer and Secretary

EX-14

EXHIBIT 14

THE MIDLAND COMPANY’S
CODE OF FINANCIAL CONDUCT
ADOPTED BY THE BOARD OF DIRECTORS ON APRIL 29, 2004

     The Midland Company (“Midland”) has committed to conduct its business in accordance with the highest ethical standards. This Code of Financial Conduct applies to every Midland employee, including the Chief Executive Officer, Chief Financial Officer, Controller and other senior financial and executive officers, and to Midland’s directors, and references in this Code to “you,” “we,” “representatives” and “employees” are intended to include them.

Conflicts of Interest

     Every representative of Midland should avoid situations that might give rise to a conflict of interest that would interfere with his/her ability to discharge his/her duties on behalf of Midland.

     If you are a director or a senior executive of the Company, you must disclose to the Company’s Board of Directors any relationships that might give rise to such a conflict of interest. The disinterested directors, or a committee of disinterested directors, should then determine what should be done consistent with applicable laws and regulations. If you are not a Director or a senior officer of the Company, you must disclose any actual or potential conflict of interest to your supervisor or to other management.

     Midland cannot define all circumstances that might give rise to a conflict of interest, but a few obvious examples would include having a financial interest in or with a competitor, or in or with someone with whom Midland has or may have a business relationship, or if you are an employee of Midland, holding a job other than with Midland. You should also avoid any affiliation with a business, social, charitable or political entity that might interfere with the performance of your duties.

     It has become much more common for spouses, adult children and parents of Midland’s representatives to hold positions with other companies that might give rise to the potential for a conflict of interest, especially when one of these persons works for a competitor, customer or supplier of Midland’s. You are not expected to report every employment relationship of every family member, but you must report to your supervisor or other management any situation that may present an actual or potential conflict of interest.

     Where actual or potential conflicts of interest arise, you must provide full disclosure of the circumstances and abstain from any decisions involving that relationship. Any representative of the Company who becomes aware of a conflict or of a potential conflict, should promptly disclose the situation consistent with this policy.

Compliance with Laws

     You must respect and follow, and cause others to comply with, all governmental laws, rules and regulations applicable to Midland’s business.

The Midland Company’s
Code of Financial Conduct
- - 2 -

Disclosure

     You shall provide full, fair, accurate, timely and understandable disclosure in reports and documents that Midland files with, or submits to, the Securities and Exchange Commission and in other public communications made by Midland.

Compliance with Code of Financial Conduct

     If you know of or suspect any noncompliance with any section of this Code, or if you are concerned about an actual or potential violation of this Code, you must notify your supervisor, manager or Midland’s Audit Committee Chairman of your specific concerns. You may leave an anonymous message with the Audit Committee Chairman by utilizing Midland’s 24-hour Ethics Line (1-877-874-8418).

     Midland will not allow any retaliation against anyone who acts in good faith in reporting any such violation or suspected violation of this Code.

     Any amendment to, or for directors and senior executive officers, waiver from, this Code may be made only by the Board of Directors and will be promptly disclosed to the extent required by law.

Accountability for Adherence to the Code

     You are responsible for abiding by this Code. Any employee who violates the Code is subject to disciplinary action, up to and including dismissal.

Important

This Code of Financial Conduct and the policies described in it are not an employee contract. Midland does not create any contractual rights by issuing this Code of Financial Conduct or the policies set forth herein. This Code of Financial Conduct does not limit the obligations of any employee under any existing non-compete, non-disclosure or other employment related agreements to which such employee is bound or Midland policies which cover such employee.