8-K

UNITED STATES
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): November 26, 2012 (November 21, 2012)

MBIA INC.
(Exact name of registrant as specified in its charter)

Connecticut	1-9583	06-1185706
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

113 King Street, Armonk, New York	10504
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:
914-273-4545


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:

⃞ 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 DEFINITIVE MATERIAL AGREEMENT.

On November 21, 2012, MBIA Inc. (the “Company” or “MBIA”) and The Bank of New York, as trustee, entered into (i) a Second Supplemental Indenture (the “1990 Second Supplemental Indenture”) that amended the Indenture, dated as of August 1, 1990 (the “1990 Indenture”), governing the Company’s 6.40% Senior Notes due 2022, 7.00% Debentures due 2025, 7.15% Debentures due 2027 and 6.625% Debentures due 2028, and (ii) a Second Supplemental Indenture (the “2004 Second Supplemental Indenture”) that amended the Senior Indenture, dated as of November 24, 2004 (the “2004 Indenture”), governing the Company’s 5.70% Senior Notes due 2034.

The 1990 Second Supplemental Indenture amends the 1990 Indenture to substitute one of the Company’s subsidiaries, National Public Finance Guarantee Corporation (“National”), for another subsidiary, MBIA Insurance Corporation (“MBIA Corp.”), in the definition of “Restricted Subsidiary” and the 2004 Second Supplemental Indenture amends the 2004 Indenture to substitute National for MBIA Corp. in the definition of “Principal Subsidiaries” (together, the “Amendments”).  The primary effect of the Amendments is to eliminate the risk that a rehabilitation or liquidation proceeding involving MBIA Corp. by the New York State Department of Financial Services would cause an event of default under the 1990 Indenture or the 2004 Indenture, as defined therein.

The foregoing descriptions of the 1990 Second Supplemental Indenture and the 2004 Second Supplemental Indenture are qualified in their entirety by the full texts of the 1990 Second Supplemental Indenture and the 2004 Second Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1. and Exhibit 4.2, respectively.

Item 8.01.  OTHER EVENTS.

On November 26, 2012, the Company issued a press release announcing the successful completion of the previously announced consent solicitation to amend the 1990 Indenture and the 2004 Indenture as described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

4.1 Second Supplemental Indenture, dated as of November 21, 2012, by and among MBIA Inc. and The Bank of New York Mellon, as trustee, relating to the Indenture, dated August 1, 1990, by and among MBIA Inc. and The First National Bank of Chicago, as trustee.

4.2 Second Supplemental Indenture, dated as of November 21, 2012, by and among MBIA Inc. and The Bank of New York Mellon, as trustee, relating to the Senior Indenture, dated November 24, 2004, by and among MBIA Inc. and The Bank of New York, as trustee.

99.1 Press Release issued by MBIA Inc., dated November 26, 2012.

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.

		MBIA INC.
		By:	/s/ Ram D. Wertheim
			Ram D. Wertheim
			Chief Legal Officer
Date:	November 26, 2012

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Dated November 26, 2012

4.1       Second Supplemental Indenture, dated as of November 21, 2012, by and among MBIA Inc. and The Bank of New York Mellon, as trustee, relating to the Indenture, dated August 1, 1990, by and among MBIA Inc. and The First National Bank of Chicago, as trustee.

4.2       Second Supplemental Indenture, dated as of November 21, 2012, by and among MBIA Inc. and The Bank of New York Mellon, as trustee, relating to the Senior Indenture, dated November 24, 2004, by and among MBIA Inc. and The Bank of New York, as trustee.

99.1     Press Release issued by MBIA Inc., dated November 26, 2012.

EX-4.1

Exhibit 4.1

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”) dated as of November 21, 2012, between MBIA INC., a Connecticut corporation (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer has heretofore entered into the Indenture, dated as of August 1, 1990 (the “Original Indenture”), with the Trustee;

WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as supplemented by the First Supplemental Indenture, dated as of August 22, 2002, between the Issuer and the Trustee, and as further supplemented by this Second Supplemental Indenture, is herein called the “Indenture”;

WHEREAS, all capitalized terms used herein without definition shall have the meanings specified in the Indenture;

WHEREAS, the Issuer wishes to effect the amendments to the Indenture contemplated hereby (the “Proposed Amendments”);

WHEREAS, Section 8.2 of the Indenture provides that, subject to certain exceptions inapplicable hereto, the Issuer and the Trustee may amend or supplement the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Debt Securities at the time outstanding of all series affected by such supplemental indenture (voting as a class) (the “Required Holders”);

WHEREAS, on November 7, 2012, the Issuer launched a consent solicitation to solicit the consents of the Holders of the Debt Securities to the Proposed Amendments;

WHEREAS, the Required Holders have consented to the Proposed Amendments; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this Second Supplemental Indenture and make it a valid and binding obligation of the Issuer, in accordance with its terms, have been done or performed.

NOW, THEREFORE:

In consideration of the premises, it is mutually covenants and agreed as follows:

ARTICLE IAMENDMENT OF INDENTURE

Section 1.01  Amendment to Definition.  The definition of “Restricted Subsidiary” in Section 1.1 of the Indenture is hereby deleted in its entirety and replaced with the following:

“Restricted Subsidiary” means National Public Finance Guarantee Corporation, a New York corporation, and any legal successor or successor to all or substantially all of its business or assets; provided that such successor is a Subsidiary.

ARTICLE IIMISCELLANEOUS PROVISIONS

Section 2.01  Counterparts.  This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one instrument.

Section 2.02  Headings.  The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2.03  Ratification and Incorporation of Indenture.  As supplemented hereby, the Original Indenture and the First Supplemental Indenture are in all respects ratified and confirmed, and the Original Indenture, the First Supplemental Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 2.04  Successors and Assigns.  All the covenants, stipulations, promises and agreements in this Second Supplemental Indenture contained by or on behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.

Section 2.05  Separability.  In case any provision of this Second Supplemental Indenture or the Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.06  Benefits of Indenture.  Nothing in this Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.

Section 2.07  Governing Law.  This Second Supplemental Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

Section 2.08  Recitals by the Issuer.  The recitals in this Second Supplemental Indenture are made by the Issuer only and not by the Trustee, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture.  All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Second Supplemental Indenture as fully and with like effect as if set forth herein in full.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.

MBIA INC.
By:	/s/ C. Edward Chaplin
	Name:	C. Edward Chaplin
	Title:	President, Chief Financial Officer and Chief Administrative Officer

Attest:
/s/ Ram D. Wertheim
Name:	Ram D. Wertheim
Title:	Executive Vice President, Chief Legal Officer and Secretary

THE BANK OF NEW YORK MELLON,
as Trustee
By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

EX-4.2

Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 21st day of November, 2012, by and between MBIA INC., a Connecticut corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”):

WHEREAS, the Company has heretofore entered into a Senior Indenture, dated as of November 24, 2004 (the “Original Indenture”), with the Trustee;

WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as supplemented by the First Supplemental Indenture, dated as of November 24, 2004, between the Company and the Trustee, and as further supplemented by this Second Supplemental Indenture, is herein called the “Indenture”;

WHEREAS, the Company wishes to effect the amendments to the Indenture contemplated hereby (the “Proposed Amendments”);

WHEREAS, Section 902 of the Indenture provides that, subject to certain exceptions inapplicable hereto, the Company and the Trustee may amend or supplement the Indenture with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture (the “Required Holders”);

WHEREAS, on November 7, 2012, the Company launched a consent solicitation to solicit the consents of the Holders of the Outstanding Securities to the Proposed Amendments;

WHEREAS, the Required Holders have consented to the Proposed Amendments; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this Second Supplemental Indenture and make it a valid and binding obligation of the Company, in accordance with its terms, have been done or performed.

NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE IAMENDMENT OF INDENTURE

Section 1.01  Amendment to Definitions.  The definition of “Principal Subsidiaries” in Section 101 of the Indenture is hereby deleted in its entirety and replaced with the following:

“Principal Subsidiaries” means National Public Finance Guarantee Corporation, a New York corporation, or any legal successor or successor to any substantial part of its business or assets; provided that such successor is a Subsidiary.

ARTICLE IIMISCELLANEOUS PROVISIONS

Section 2.01  Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

Section 2.02  Ratification and Incorporation of Original Indenture and First Supplemental Indenture. As supplemented hereby, the Original Indenture and the First Supplemental Indenture are in all respects ratified and confirmed, and the Original Indenture, the First Supplemental Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 2.03  Executed in Counterparts.  This Second Supplemental Indenture may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

Section 2.04  New York Law to Govern.  This Second Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York.

Section 2.05  Successors and Assigns.  All covenants and agreements in this Second Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 2.06  Separability.  In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.07  Recitals by the Company.  The recitals in this Second Supplemental Indenture are made by the Company only and not by the Trustee, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture.  All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Second Supplemental Indenture as fully and with like effect as if set forth herein in full.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the day and year first above written.

MBIA INC.
By:	/s/ C. Edward Chaplin
	Name:	C. Edward Chaplin
	Title:	President, Chief Financial Officer and Chief Administrative Officer

Attest:
/s/ Ram D. Wertheim
Name:	Ram D. Wertheim
Title:	Executive Vice President, Chief Legal Officer and Secretary

THE BANK OF NEW YORK MELLON,
as Trustee
By:	/s/ Laurence J. O’Brien
	Name:	Laurence J. O’Brien
	Title:	Vice President

EX-99.1

Exhibit 99.1

MBIA Inc. Announces the Successful Completion of its Consent Solicitation Relating to the Indentures Governing Its 6.40% Senior Notes Due 2022, 7.00% Debentures Due 2025, 7.15% Debentures Due 2027, 6.625% Debentures Due 2028 and 5.70% Senior Notes Due 2034

ARMONK, N.Y.--(BUSINESS WIRE)--November 26, 2012--MBIA Inc. (the “Company” or “MBIA”) (NYSE: MBI) announced today that it has successfully completed its consent solicitation resulting in the amendments to indentures governing its 6.40% Senior Notes due 2022, 7.00% Debentures due 2025, 7.15% Debentures due 2027, 6.625% Debentures due 2028 and 5.70% Senior Notes due 2034 (the “Notes”) described in the Company’s consent solicitation statement dated November 7, 2012 (the “Consent Statement”).

The amendments substitute one of the Company’s subsidiaries, National Public Finance Guarantee Corporation, for another subsidiary, MBIA Insurance Corporation, in the definitions of “Restricted Subsidiary” in the Indenture, dated as of August 1, 1990 (the “1990 Indenture”), and “Principal Subsidiaries” in the Senior Indenture, dated as of November 24, 2004 (the “2004 Indenture”), pursuant to which the Notes were issued.

MBIA received the consents of holders as of the record date of a majority in principal amount of all outstanding Notes under the 1990 Indenture voting as a single class and from holders as of the record date of a majority in principal amount of the outstanding 5.70% Senior Notes due 2034 issued under the 2004 Indenture, prior to the expiration time of the consent solicitation. As a result, MBIA and The Bank of New York Mellon, as trustee, have entered into supplemental indentures, which effect the above amendments to the 1990 Indenture and the 2004 Indenture described in the Consent Statement.

MBIA has made cash payments of $10.00 for each $1,000 in aggregate principal amount of Notes for which a consent was provided prior to the expiration time of the consent solicitation.

Deutsche Bank Securities Inc. acted as solicitation agent in connection with the consent solicitation.

MBIA also announced that it has repurchased approximately $170 million of outstanding principal amount of Notes issued under the 2004 Indenture in privately negotiated reverse inquiry transactions directly from holders as of the record date that had consented pursuant to the consent solicitation described above. MBIA has previously disclosed that it may repurchase its debt from time to time in the open market or in private transactions.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE OF ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

About MBIA

MBIA Inc., headquartered in Armonk, New York, is a holding company whose subsidiaries provide financial guarantee insurance, as well as related reinsurance, advisory and portfolio services, for the public and structured finance markets, and asset management advisory services. The Company services its clients around the globe with offices in New York, Denver, San Francisco, Paris, London, Madrid and Mexico City. Please visit MBIA's website at www.mbia.com.

CONTACT:
MBIA Inc.
Media:
Kevin Brown, +1-914-765-3648
or
Investor Relations:
Greg Diamond, +1-914-765-3190
www.mbia.com