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) June 18, 2004

Radian Group Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-11356	23-2691170
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1601 Market Street, Philadelphia, PA	19103
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (215) 564-6600

(Former Name or Former Address, if Changed Since Last Report)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

99.1 Formal Notice of Blackout Period to Directors of Radian Group Inc., dated June 18, 2004.

99.2 Formal Notice of Blackout Period to Executive Officers of Radian Group Inc., dated June 18, 2004.

Item 11. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

We have elected to change the record keeper of the Radian Group Inc. Savings Incentive Plan. On June 18, 2004, we received the notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 regarding a blackout period under the Radian Group Inc. Savings Incentive Plan. As required by Section 306(a) of the Sarbanes-Oxley Act and Rule 104(b)(2) of the SEC’s Regulation BTR, contemporaneously with the filing of this report, we sent formal notices of a blackout period to our directors and executive officers, copies of which are furnished as Exhibits 99.1 and 99.2 to this report and are incorporated into this report by reference.

During the blackout period and for a period of two years after the ending date of the blackout period, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the blackout period by sending a written inquiry to the General Counsel of Radian Group Inc. at 1601 Market Street, Philadelphia, Pennsylvania, 19103.

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.

	RADIAN GROUP INC.
Date: June 18, 2004	By:	/s/ Howard S. Yaruss
		Howard S. Yaruss
		Secretary

EX-99.1

Exhibit 99.1

[Email Memorandum]

To:	Directors of Radian Group Inc.
From:	Howard S. Yaruss, Executive Vice President, Secretary and General Counsel
Date:	June 18, 2004
Re:	Blackout Notice under Section 306(a) of the Sarbanes-Oxley Act of 2002

As you know, the Radian Group Inc. Savings Incentive Plan (the “401(k) Plan”) will be changing from MFS Retirement Services, Inc. to The Vanguard Group. The conversion will require a suspension in the ability of 401(k) Plan participants to access their funds or make any changes in their accounts, including the ability to diversify Radian stock held in their accounts. This “blackout period” will begin on July 23, 2004 and will last through the week of August 22, 2004.

During the blackout period, Section 306(a) of the Sarbanes-Oxley Act prohibits you from exercising stock options or purchasing or otherwise acquiring Radian stock, as well as from selling or otherwise transferring Radian stock or Radian stock options that you acquired in connection with your service as a director. You should note that any stock you hold as a result of the prior exercise of stock options is considered stock acquired in connection with your service as a director. The prohibition also applies to any indirect interest you may have in Radian securities, such as Radian stock held in trust, by immediate family members living with you, or by controlled partnerships or corporations. The prohibition does not apply to a limited category of transactions, such as trades made pursuant to Rule 10b5-1 trading plans (provided that you did not enter into or modify the trading plan during the blackout period or after learning that the blackout period was pending).

As you know, in addition to the blackout period described above, you also are subject to Radian’s regularly scheduled quarterly blackout periods. As it happens, the next such regularly scheduled blackout period will begin July 7, 2004 and last until July 23, 2004. This means that the two blackout periods run consecutively, resulting in a combined blackout period lasting from July 7, 2004 until the week of August 22, 2004.

Please do not hesitate to contract me if you have any questions.

EX-99.2

Exhibit 99.2

[Email Memorandum]

To:	Executive Officers of Radian Group Inc.
From:	Howard S. Yaruss, Executive Vice President, Secretary and General Counsel
Date:	June 18, 2004
Re:	Blackout Notice under Section 306(a) of the Sarbanes-Oxley Act of 2002

As you know, the Radian Group Inc. Savings Incentive Plan (the “401(k) Plan”) will be changing from MFS Retirement Services, Inc. to The Vanguard Group. The conversion will require a suspension in the ability of 401(k) Plan participants to access their funds or make any changes in their accounts, including the ability to diversify Radian stock held in their accounts. This “blackout period” will begin on July 23, 2004 and will last through the week of August 22, 2004.

During the blackout period, Section 306(a) of the Sarbanes-Oxley Act prohibits you from exercising stock options or purchasing or otherwise acquiring Radian stock, as well as from selling or otherwise transferring Radian stock or Radian stock options that you acquired in connection with your employment as an executive officer. You should note that any stock you hold as a result of the prior exercise of stock options is considered stock acquired in connection with your employment. The prohibition also applies to any indirect interest you may have in Radian securities, such as Radian stock held in trust, by immediate family members living with you, or by controlled partnerships or corporations. The prohibition does not apply to a limited category of transactions, such as trades made pursuant to Rule 10b5-1 trading plans (provided that you did not enter into or modify the trading plan during the blackout period or after learning that the blackout period was pending).

As you know, in addition to the blackout period described above, you also are subject to Radian’s regularly scheduled quarterly blackout periods. As it happens, the next such regularly scheduled blackout period will begin July 7, 2004 and last until July 23, 2004. This means that the two blackout periods run consecutively, resulting in a combined blackout period lasting from July 7, 2004 until the week of August 22, 2004.

Please do not hesitate to call me if you have any questions.