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): February 1, 2008 (January 30, 2008)

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
(Addresses 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 30, 2008, John Rolls, a member of the Board of Directors, purchased 1,600 shares of MBIA Inc. (the “Company”) common stock from the Company for an aggregate purchase price of $66,493.60. The closing price of the stock on January 29 was $15.98. Accordingly, the aggregate purchase price exceeded the fair market value of the Company’s stock on such date by over $40,000. The sale to Mr. Rolls was approved by the Board of Directors on January 18, 2008 and is evidenced pursuant to a stock purchase agreement which is attached hereto as Exhibit 10.1.

As a result of certain margin calls, an aggregate of 2,075 shares of the Company’s common stock was sold for Mr. Rolls’ account, without his knowledge and consent, over the period from October 31, 2007 through November 5, 2007, at prices ranging from approximately $33.34 to $44.17 per share. Mr. Rolls mistakenly understood that there had been only one sale of 475 shares, at $33.3401 per share, and he repurchased in the market 500 shares at a per share price of $34.868 per share to replace the sold shares. However, because there were other sales at a higher per share sales price that were unknown to Mr. Rolls at the time of this purchase, Mr. Rolls realized a “short-swing profit” within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, of $4,642.20. However, since the aggregate purchase price paid by Mr. Rolls exceeded the market value of the shares purchased by over $40,000, the Board accepted the purchase transaction as satisfying Mr. Rolls’ obligation to disgorge this profit.

The Board approved the purchase by Mr. Rolls from the Company of a like number of shares as those sold as a result of the margin calls, at the same sale prices per share, except with respect to the sale of the 475 shares on November 5, which was addressed by the market purchase of the 500 shares described above. Because the Board approved these purchases from the Company, they are exempt transactions for purposes of Section 16(b).

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

10.1 Stock Purchase Agreement, dated January 30, 2008, between John Rolls and MBIA Inc.

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
	General Counsel

Date: February 1, 2008

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Dated January 30, 2008

Exhibit 10.1 Stock Purchase Agreement, dated January 30, 2008, between John Rolls and MBIA Inc.

EX-10.1

Exhibit 10.1

January 30, 2008

John Rolls

4 Frog Rock Road

Armonk, New York 10504-1012

Purchase of MBIA Inc. Common Stock

Dear John:

This letter agreement (the “Letter”) sets forth the terms of the agreement between you and MBIA Inc. (the “Company”) regarding the purchase by you of 1,600 shares of the Company’s Common Stock (the “Stock”), on the terms and conditions approved by the Company’s Board of Directors on January 18, 2008.

1. Purchase of Stock. By the execution of this Letter, you agree to purchase from the Company, and the Company will sell to you, the following number of shares at the following prices per share:

Number of Shares	Purchase Price Per Share	Aggregate Purchase Price Per Tranche
100	44.1701	4,417.01
705	44.1500	31,125.75
95	38.8300	3,688.85
700	38.9457	27 261.99

The parties agree and acknowledge that the prices and number of shares set forth above correspond to the sales prices related to the sale of a corresponding number of shares of the Company’s common stock effected by a third party broker, as margin sales, during the period October 31 to November 1, 2007. You have represented that such sales occurred without your prior knowledge and without any action on your part. As you had no intent to cause such sales to occur, you requested and the Company agreed to sell you the same number of shares at the same prices to demonstrate that you had no intent to sell such shares and to confirm your desire not to benefit economically from such sales.

2. Additional Shares. You represent that in addition to the above referenced margin sales, there was another margin sale of 475 shares at per share sales price of $33.3401, which occurred on November 5. You represent that, at that time, you believed

in good faith that that this was the only sale that had occurred and promptly effected a market purchase of 500 shares at a higher exercise price of $34.868 per share, to restore the sold shares to you account (the “Cover Purchase”). Accordingly, such 475 shares were not included in determining the shares to be purchased from the Company under this Letter.

3. Closing. Closing of this purchase shall take place immediately following the execution of this Letter, at the Company’s offices, and shall be effected by the delivery by you to the Company of a check for the aggregate purchase price of $66,493.60.

4. Satisfaction of Liability. As the aggregate purchase price of the shares substantially exceeds the fair market value of the shares by more than the amount of the profit described below, the Company agrees and acknowledges that this purchase sale constitute a full and complete settlement of your obligation under Section 16(b) of the Securities Exchange Act of 1934, as amended, to disgorge to the Company the profit you realized (within the meaning of such Section 16(b)) upon the Cover Purchase, which was matchable with the sales of 500 shares of common stock that occurred at a sales price of $44.1701 as to 100 shares, and $44.15 as to 400 shares, on October 31, 2007.

5. Voluntary Purchase. You represent that (i) you are entering into this Agreement on a voluntary basis and (ii) you have had available to you such financial data regarding the Company as you have deemed necessary to make an informed judgment to purchase the shares.

6. Entire Agreement. This Agreement constitutes the entire agreement between you and the Company with respect to the subject matter hereof, and all promises, representations, understandings, arrangements and prior agreements relating to such subject matter are merged herein and superseded hereby.

If you agree that the foregoing sets forth our agreement regarding your purchase of the shares referenced herein, please sign one copy of this Agreement below where indicated and return it to the undersigned.

MBIA, INC.

/s/ Ram D. Wertheim

Agreed to and Accepted:

/s/ John Rolls

John Rolls

Dated: 1/30/08

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