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^*

KATKOV DAVID H

(Last)

(First)

(Middle)

THE PMI GROUP, INC.

3003 OAK ROAD

(Street)

WALNUT CREEK

94597

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PMI GROUP INC [ PMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2005

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	11/07/2005		G		75	D	$0.00⁽¹⁾	0⁽²⁾	D
Common Stock	11/07/2005		M		4,500	A	$23.16	0⁽²⁾	D
Common Stock	11/07/2005		F		2,255	D	$40.16	0⁽²⁾	D
Common Stock	11/07/2005		M		23,931	A	$28.03	0⁽²⁾	D
Common Stock	11/07/2005		M		24,000	A	$28.79	0⁽²⁾	D
Common Stock	11/07/2005		S		52,431	D	$40.11	25,000⁽³⁾	D

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)
Employee Stock Option	$23.16	11/07/2005		M			4,500	02/12/2001⁽⁴⁾	02/12/2008	Common Stock	4,500	$0.00⁽⁵⁾	0	D
Employee Stock Option	$40.16	11/07/2005		A		2,255		05/07/2006	02/12/2008	Common Stock	2,255	$0.00⁽⁵⁾	2,255	D
Employee Stock Option	$28.03	11/07/2005		M			23,931	02/19/2005⁽⁴⁾	02/19/2013	Common Stock	23,931	$0.00⁽⁵⁾	8,398	D
Employee Stock Option	$28.79	11/07/2005		M			24,000	02/06/2004⁽⁴⁾	02/06/2011	Common Stock	24,000	$0.00⁽⁵⁾	0	D

Explanation of Responses:

1. Not applicable.

2. See last row of Table I for total.

3. Total consists of 25,000 shares of restricted Common Stock. Reporting Person's indirect holdings consist of (i) 387 shares of Commmon Stock equivalents under The PMI Group, Inc. Savings and Profit-Sharing Plan; and (ii) 1,600 shares of common stock held by a QTIP Trust.

4. Granted under The PMI Group, Inc. Equity Incentive Plan, exempt under Rule 16b-3. Stock options are exercisable in three equal installments on the first, second and third anniversaries of the grant.

5. Not applicable. Granted under The PMI Group, Inc. Equity Incentive Plan, exempt under Rule 16b-3.

Remarks:

	/s/ David. H. Katkov	11/08/2005
	** 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.