SEC FORM 4

SEC Form 4

FORM 4

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

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

HAYDEN LOIS T

(Last)

(First)

(Middle)

7000 MIDLAND BOULEVARD

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2008

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 Following Reported Transaction(s) (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)	Code	V	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	04/03/2008		U		146,408	D	⁽¹⁾	0	I	By Spouse as Trustee of Grantor Retained Annuity Trust
Common Stock	04/03/2008		U		1,809,660	D	⁽¹⁾	0	I	Through Ltd. Partnerships⁽²⁾
Common Stock	04/03/2008		U		144,412	D	⁽¹⁾	0	I	By Self as Trustee of Grantor Retained Annuity Trust

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)	Code	V	(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	$16.594	04/03/2008		U			3,000	02/15/2001	02/15/2011	Common Stock	3,000	$48.406⁽³⁾	0	I	By Spouse
Stock Option	$20.78	04/03/2008		U			2,200	02/01/2002	01/31/2012	Common Stock	2,200	$44.22⁽³⁾	0	I	By Spouse
Stock Option	$17.23	04/03/2008		U			2,700	02/14/2003	02/13/2013	Common Stock	2,700	$47.77⁽³⁾	0	I	By Spouse
Stock Option	$24.4	04/03/2008		U			2,000	02/18/2004	02/17/2014	Common Stock	2,000	$40.6⁽³⁾	0	I	By Spouse
Stock Option	$33.21	04/03/2008		U			1,600	02/17/2005	02/16/2015	Common Stock	1,600	$31.79⁽³⁾	0	I	By Spouse
Stock Option	$32.1	04/03/2008		U			2,700	02/23/2006	02/24/2016	Common Stock	2,700	$32.9⁽³⁾	0	I	By Spouse
Stock Option	$44.11	04/03/2008		U			1,300	02/21/2007	02/21/2017	Common Stock	1,300	$20.89⁽³⁾	0	I	By Spouse

Explanation of Responses:

1. Disposed of pursuant to a merger agreement between issuer and an unaffiliated acquiror for a cash payment equal to $65.00 per share.

2. Hayden Investment Limited Partnership ("HILP") and J&L Hayden Holdings Limited Partnership ("J&L") are both limited partnerships organized under the laws of Georgia with a principal place of business in Amelia, Ohio. The reporting person has sole investment authority and voting control in HILP and J&L.

3. Options, whether vested or unvested, disposed of pursuant to a merger agreement between issuer and an unaffiliated acquiror for a cash payment equal to the product of (i) the number of common shares underlying the unexercised stock option, multiplied by (ii) the excess, if any, of $65.00 over the per share exercise price of such option.

Remarks:

	Lori Birkenhauer, as Attorney-in-Fact for Lois T. Hayden	04/03/2008
	** 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.