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
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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^*

WHALEY RUTH M

(Last)

(First)

(Middle)

C/O MBIA INC.

113 KING STREET

(Street)

ARMONK

10504

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MBIA INC [ MBI ]

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

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

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

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	03/04/2008		P		20⁽¹⁾	A	$12.52	65,611	D
Common Stock	03/04/2008		P		5,500⁽¹⁾	A	$12.538	71,111	D
Common Stock	03/04/2008		P		1,280⁽¹⁾	A	$12.55	72,391	D
Common Stock	03/05/2008		D		7,988⁽²⁾	D	$0	64,403	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)
Stock Options (right to purchase)	$31	03/05/2008		J⁽³⁾			2,725	⁽³⁾	⁽³⁾	Common Stock	2,725	$0	0	D

Explanation of Responses:

1. Purchase of common stock in satisfaction of reporting person's commitment, in connection with Investment Agreement between Warburg Pincus Private Equity X and the Company, as subsequently modified, to purchase such shares at a price of at least $12.15 per share by June 30, 2008.

2. Represents 0 (zero) vesting of previously granted restricted stock award as determined by the Compensation and Organization Committee of the Company's Board of Directors on March 5, 2008 based on 0 (zero) growth rate in Modified Book Value of the Company during the period 1/1/05 to 12/31/07.

3. Cancellation of options previously granted pursuant to 2005 Omnibus Incentive Plan for the purchase of a specified number of shares at $31 per share and required to be exercised not more than 60 days following closing of Investment Agreement between Warburg Pincus Private Equity X and the Company. Cancellation of options was related to consent of Warburg Pincus to satisfaction of purchase commitment through open-market purchases at not less than $12.15 per share in a total dollar amount of not less than the value of the purchases contemplated in the options, such purchases to occur no later than June 30, 2008.

	/s/Leonard I. Chubinsky, Attorney-in-Fact	03/06/2008
	** 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.