EXHIBIT 3(i)

                          ARTICLES OF INCORPORATION

                                      OF

                             THE MIDLAND COMPANY


	FIRST:  The name of said corporation shall be THE MIDLAND COMPANY.

	SECOND:  The place in Ohio where its principal office is to be 
located is 7000 Midland Boulevard, Amelia, Ohio 45102.

	THIRD:  The purpose for which said corporation is formed are:

	(A)	To acquire by purchase, subscription, contract or otherwise, 
        and to hold, sell, exchange, mortgage, pledge or otherwise dispose 
        of, or turn to account or realize upon, and generally to deal in 
        and with, all forms of securities, including, but not by way of 
        limitation, shares, stocks, bonds, debentures, coupons, notes, 
        scrip, mortgages, evidences of indebtedness, commercial paper, 
        certificates of indebtedness and certificates of interest issued 
        or created by corporations, associations, partnerships, firms, 
        trustees, syndicates, individuals, governments, states, 
        municipalities and other political and governmental divisions and   
        subdivisions, or by any combinations, organizations, or entities 
        whatsoever, or issued or created by others, irrespective of their 
        form or the name by which they may be described, and all trust 
        participation and other certificates of, and receipts evidencing 
        interest in, any such securities.

	(B)	To acquire, by purchase, exchange or otherwise, all or any 
        part of, or any interest in, the properties, assets, business and 
        good will of any one or more persons, firms, associations or 
        corporations; to pay for the same in cash, property or its own or 
        other securities; to hold, operate, reorganize, liquidate, sell or 
        in any manner dispose of the whole or any part thereof; and in   
        connection therewith, to assume or guarantee performance of any  
        liabilities, obligations or contracts of such persons, firms,  
        associations or corporations, and to conduct the whole or any part 
        of any business thus acquired.

	(C)	To do all things necessary or incident to any or all the 
        foregoing purposes, and to purchase, acquire, hold, sell, convey, 
        exchange, lease, mortgage or dispose of property, real or 
        personal, tangible or intangible; to borrow money and to issue 
        notes, bonds, or debentures or other evidences of indebtedness, 
        and to make loans to any firm, association, corporation and/or 
        individual.

	(D)	To carry on any other lawful business whatever which may 
        seem to the Board of Directors capable of being carried on in 
        connection with the above, or calculated, directly or indirectly, 
        to promote the interests of the Corporation or to enhance the 
        values of its properties; and to have, enjoy and exercise the 
        rights,

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        powers and privileges which are now or which may hereafter
        be conferred upon corporations organized under the same statutes 
        as this Corporation.

	(E)	To conduct its business, and to have and maintain one or 
        more offices, within and without the State of Ohio and in all 
        other states and territories, the District of Columbia and foreign 
        countries; and to purchase, or otherwise acquire, hold, own, 
        equip, improve, manage, operate, finance, promote, sell, convey, 
        mortgage or otherwise dispose of the real and personal property in 
        all such states and places, to the extent that the same may be 
        permissible under the laws thereof.

	(F)	The foregoing clauses shall be construed as objects, 
        purposes and powers and it is hereby expressly provided that the 
        foregoing enumerated specific objects, purposes and powers shall 
        not be held to limit or restrict in any manner the powers of this 
        Corporation, and are in furtherance of, and in addition to, and 
        not in limitation of the general powers conferred by the laws of 
        the State of Ohio.

	FOURTH:  	Section 1.  The maximum number of shares which the 
Corporation is authorized to have outstanding is twenty million five 
hundred thousand (20,500,000) shares, which shall be classified and bear 
designations as follows:  Five hundred thousand (500,000) shares, 
without par value, shall be designated as Preferred Stock, and twenty 
million (20,000,000) shares, without par value, shall be designated as 
Common Stock.

	Section 2.  The express terms and provisions of the shares of 
Preferred Stock are as follows:

	Subdivision A:  Issuance in Series and Limitations as to 
        Variations Between Series.

	The Preferred Stock may be issued from time to time in series.  
        Except as hereinafter provided, Preferred Stock of all series 
        shall rank equally and be identical in all respects.  All shares 
        of any one series shall be alike in every particular.

	Subject to the limitations and restrictions set forth in this 
        Article Fourth, the Board of Directors is authorized and empowered 
        at one time or from time to time:

            1.      To create one or more series of Preferred Stock and to 
            authorize the issuance of Preferred Stock in such series, 
            and to fix or alter, in respect of any particular series, 
            the following express terms and provisions of any authorized 
            and unissued shares of Preferred Stock (whether or not such 
            shares shall have been previously designated as shares of a 
            particular series):

                   (a)     The designation of the series;
                   (b)     The number of shares of the series, which number 
                   may at any time or from time to time be increased or 
                   decreased by the Board of Directors, notwithstanding 
                   that shares of the series may be outstanding at the 
                   time of such increase or decrease, unless the

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                   Board of Directors shall have otherwise provided in
                   creating such series;
                   (c)     The dividend rate;
                   (d)     The dates at which dividends, if declared, shall 
                   be payable, and the dates, if any, from which they 
                   shall be cumulative;
                   (e)     The liquidation price;
                   (f)     The redemption rights and price;
                   (g)     The sinking fund requirements, if any;
                   (h)     The conversion rights, if any, and
                   (i)     The restrictions, if any, on the issuance of 
                   shares of any class or series;

            2.      To adopt such amendment or amendments to the Articles 
            of Incorporation as may be required or permitted by 
            law to accomplish the foregoing purposes.

Subdivision B.  General Provisions Applicable to All Series

The following general provisions shall apply to all Preferred
Stock of the Corporation, irrespective of series:

            1.      The holders of Preferred Stock of each series shall be 
            entitled to receive, when and as declared by the Board of 
            Directors, dividends, in cash at the annual rate fixed with 
            respect to such series in accordance with Subdivision A(1) 
            of this Section 2.  In case Preferred Stock of more than one 
            series is outstanding, the Corporation is making any 
            dividend payment upon the Preferred Stock, shall (except in 
            redeeming shares of Preferred Stock through the operation of 
            any sinking fund that may be established for the benefit of 
            any series of Preferred Stock) make dividend payments 
            ratably upon all outstanding shares of Preferred Stock of 
            all series in proportion to the amount of dividends accrued 
            thereon and unpaid to the date of such dividend accrued 
            thereon and unpaid to the date of such dividend payment.  
            Dividends in respect of the shares of any series shall 
            commence to accrue from the date on which they shall have 
            been declared to be payable and, in the case of cumulative 
            dividends, from the date as of which they accumulate 
            pursuant to the terms and provisions pertaining to the 
            particular series.  Accumulations of dividends shall not 
            bear interest.

            2.      Restrictions on Payment of Dividends upon Stock Junior 
            to the Preferred Stock.  So long as any Preferred Stock 
            shall be outstanding, the Corporation shall not declare or 
            pay any dividend or make any distribution on, or purchase, 
            or cause to be purchased, or redeem, any stock ranking 
            junior to the Preferred Stock, nor shall any money be paid 
            or set aside or made available for a purchase fund or 
            sinking fund for the purchase or redemption of any shares of 
            such junior stock unless:

                    (i)     accrued dividends for all past dividend periods 
                    on all outstanding shares of Preferred Stock of all 
                    series having

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                    cumulative dividends shall have been paid and the dividend
                    on all outstanding shares of Preferred Stock of all such
                    series for the then current quarterly dividend period shall
                    have been paid or declared and provided for;

                    (ii)    the Corporation shall have made all payments 
                    then due under the requirements of all purchase funds 
                    and sinking funds (if any) for the Preferred Stock of 
                    all series for the then current fiscal year and shall 
                    have set up suitable reserves for all payments not 
                    then due but then determined and to become due during 
                    the fiscal year, under the requirements of all such 
                    purchase funds and sinking funds, and all defaults, if 
                    any, in complying with any such purchase fund and 
                    sinking fund requirements in respect of previous 
                    fiscal years shall have been made good; and

                    (iii)   The net assets of the Corporation shall not 
                    thereby be reduced below the aggregate preferential 
                    amounts to which the then outstanding shares of 
                    Preferred Stock would be entitled upon the involuntary 
                    liquidation, dissolution or winding up of the 
                    Corporation.

            3.      Dissolution, Liquidation and Winding Up.  Upon any 
            dissolution, liquidation or winding up of the Corporation, 
            before any distribution or payment is made to the holders of 
            any class of stock ranking junior to the Preferred Stock, 
            the holders of Preferred Stock of each series shall be 
            entitled to be paid in cash the amount fixed in accordance 
            with the provisions of Subdivision  A (1) of this Section 2 
            with respect to such series.  If  the net assets of the 
            Corporation shall be insufficient to permit the payment to 
            holders of all outstanding shares of Preferred Stock of all 
            series of the full amounts to which they are respectively 
            entitled, the entire net assets of the Corporation shall be 
            distributed ratably to the holders of all outstanding shares 
            of Preferred Stock of all series in proportion to the 
            amounts to which they are respectively entitled.  After 
            payment to holders of Preferred Stock of the full 
            preferential amounts aforesaid, the holders of Preferred 
            Stock as such shall have no right or claim to any of the 
            remaining assets of the Corporation, which remaining assets 
            shall be distributed among the holders of shares ranking 
            junior to the Preferred Stock in accordance with their 
            respective rights thereto.  The sale, lease or conveyance of 
            all the property and assets of the Corporation to, or the 
            merger or consolidation of the Corporation into or with, any 
            other corporation shall not be deemed to be a liquidation, 
            dissolution or winding up of the Corporation for the 
            purposes of this paragraph.

            4.      Redemption.  At the option of, and to the extent fixed 
            by, the Board of Directors with respect to any series, the 
            Corporation may redeem at any time, or from time to time, 
            any series of Preferred Stock, or any part of any series, at 
            the redemption price fixed with respect to such series in 
            accordance with Subdivision A (1) of this Section 2; 
            provided, that not

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            less than thirty days previous to the date fixed for any such
            redemption, a notice of the time and place thereof shall be given
            to the holders of record of the shares of Preferred Stock so to be
            redeemed by mailing a copy of such notice to such holders at their
            respective addresses as the same appear on the books of the
            Corporation and, if the Board of Directors shall so determine, by 
            publication of notice in such manner as may be prescribed by 
            resolution of the Board of Directors.  In case of redemption 
            of less than all of the outstanding Preferred Stock of any 
            one series, the redemption shall be made pro rata or the 
            shares to be redeemed shall be chosen by lot in such manner 
            as may be prescribed by resolution of the Board of 
            Directors.  At any time after notice of redemption has been 
            given in the manner herein prescribed, the Corporation may 
            deposit the amount of the aggregate redemption price with 
            any bank or trust company having capital and surplus of at 
            least $5,000,000, named in such notice, in trust for the 
            holders of the shares so to be redeemed, payable on the date 
            fixed for redemption to the respective orders of such 
            holders upon endorsement to the Corporation or otherwise as 
            may be required and surrender of the certificates for such 
            shares.  Upon deposit of the aggregate redemption price, as 
            aforesaid, or, if no such deposit is made, upon said 
            redemption date (unless the Corporation shall default in 
            making payment of the redemption price as set forth in said 
            notice) such holders shall cease to be stockholders with 
            respect to said shares and shall be entitled only to receive 
            the redemption price on or after the date fixed for 
            redemption, without interest thereon, upon endorsement, if 
            required, and surrender of the certificates for such shares; 
            provided, however, that no such deposit in trust shall be 
            deemed to terminate, prior to the expiration of the 
            redemption date, any conversion or exchange rights to which 
            any such holder may be entitled.  Any funds so deposited by 
            the Corporation and unclaimed at the end of six years from 
            the date fixed for such redemption shall be repaid by such 
            bank or trust company to the Corporation upon its request, 
            after which repayment the holders of such shares so called 
            for redemption shall look only to the Corporation for 
            payment of the redemption price thereof.  Any funds so 
            deposited which shall not be required for such redemption 
            because of the exercise subsequent to the date of such 
            deposit of any right of conversion or exchange, shall be 
            returned to the Corporation forthwith.  Any interest accrued 
            on any funds so deposited shall belong to the Corporation 
            and shall be paid to it from time to time.

            If at any time the Corporation shall have failed to pay 
            accrued dividends in full on Preferred Stock of any one or 
            more series, thereafter and until such dividends in full on 
            Preferred Stock of every series shall have been paid or 
            declared and set apart for payment, the Corporation shall 
            not redeem Preferred Stock except as a whole or, directly or 
            indirectly, purchase any Preferred Stock.  Subject to the 
            foregoing, any Preferred Stock may be purchased by the 
            Corporation.

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            5.      Action Requiring Approval of Preferred Stock.  The 
            Corporation shall not, without the affirmative vote of the 
            holders of a majority of the outstanding Preferred Stock as 
            a class, increase the authorized number of shares of 
            Preferred Stock or create any class of shares which rank 
            equally with or prior to the Preferred Stock.
 
            6.      Voting Rights.  The holders of Preferred Stock shall 
            be entitled at all times to one vote for each share of 
            Preferred Stock held by them respectively.

            7.      Preemptive Rights.  No holder of Preferred Stock of 
            any series shall, as such holder, have any preemptive right 
            in, or preemptive right to subscribe to, any additional 
            Preferred Stock of any series or any shares of any other 
            class of stock, or any bonds, debentures or other securities 
            convertible into or exchangeable for shares of stock of any 
            class or series.

            8.      Prohibitions Against Reissue or Resale.  Preferred 
            Stock which shall have been purchased or redeemed through 
            the operation of any purchase or sinking fund or applied to 
            any purchase or sinking fund installment shall not be 
            applied to any subsequent purchase or sinking fund 
            installment.  Preferred stock which shall have been 
            purchased, redeemed or otherwise acquired by the Corporation 
            shall be deemed retired and shall not be reissued or resold.
 
            In case Preferred Stock of any series shall be convertible 
            into or exchangeable for stock of any other series or class 
            or other securities, shares of Preferred Stock of such 
            series which shall have been so converted or exchanged shall 
            be deemed retired and shall not be reissued or resold.
 
        Section 3.  The express terms and provisions of the shares of 
Common Stock are as follows:

        (1)     Dividends.  Out of the assets of the Corporation available 
        for dividends remaining after full dividends on all shares ranking 
        prior to the Common Stock shall have been paid or declared and set 
        apart for payment, then, and not otherwise, and subject to any 
        restrictions or limitations contained in the express terms and 
        provisions of any shares ranking prior to the Common Stock 
        dividends may be declared and paid upon the Common Stock, but only 
        when and as determined by the Board of Directors.

        (2)     Dissolution, Liquidation and Winding Up.  Upon any 
        dissolution, liquidation or winding up of the Corporation, or any 
        proceedings resulting in any distribution of all of its assets to 
        its stockholders, after there shall have been paid to or set apart 
        for holders of all shares ranking prior to the Common Stock the 
        full preferential amounts to which they are respectively entitled, 
        the holders of Common Stock shall be entitled to receive pro rata 
        all of the remaining assets of the Corporation available for 
        distribution to its stockholders.  The sale, lease or

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        conveyance of all the property and assets of the Corporation to, or
        the merger or consolidation of the Corporation into or with, any other
        corporation shall not be deemed to be a liquidation, dissolution 
        or winding up of the Corporation for the purposes of this 
        paragraph.
         
        (3)     Voting Rights.  The holders of Common Stock shall be 
        entitled at all times to one vote for each share of Common Stock 
        held by them respectively.

        (4)     Preemptive Rights.  No holder of Common Stock shall, as such 
        holder, have any preemptive right in, or preemptive right to 
        subscribe to, any additional Common Stock or any shares of any 
        other class, or any bonds, debentures or other securities 
        convertible into or exchangeable for shares of Common Stock or any 
        other class of stock, or any Preferred Stock authorized by, and 
        which may be made convertible into or exchangeable for Common 
        Stock pursuant to, the provisions of this Article Fourth, as 
        herein in these Articles of Incorporation set forth or any Common 
        Stock required to satisfy any such conversion or exchange right.
 
	Section 4.  For the purpose of this Article Fourth, whenever 
reference is made herein to stock or shares "ranking junior to the 
Preferred Stock," such reference shall mean and include the Common Stock 
and any other authorized class of stock in respect of which the rights 
of the holders as to the payment of dividends and as to distributions in 
the event of dissolution, liquidation or winding up of the Corporation 
are subordinate to the rights of the holders of the Preferred Stock; and 
whenever reference is made to stock or shares "ranking prior to the 
Common Stock" such reference shall mean and include the Preferred Stock 
and any other authorized class of stock in respect of which the above 
mentioned rights of the holders will give preference over the Common 
Stock.

	FIFTH:   Notwithstanding any provisions of the General Corporation 
Act of Ohio now or hereafter in force requiring, for any purpose, the 
affirmative vote or consent of the holders of shares entitling them to 
exercise two-thirds, or any other proportion, of the voting power of the 
Corporation, or the affirmative vote or consent of the holders of two-
thirds, or any other proportion, of the shares of any class or classes, 
such action may, to the extent permitted by law, be authorized and taken 
by the affirmative vote or written consent of the holders of shares 
entitling them to exercise a majority of the voting power of the 
Corporation, or by the affirmative vote or consent of the holders of a 
majority of the shares of such class or classes.

	SIXTH:  Any and all unissued shares of this corporation may, at 
any time and from time to time, be issued and sold for such prices and 
on such terms as to payment as the then Board of Directors of this 
corporation may determine, and no director of this corporation shall be 
disqualified from voting thereupon by reason of any ownership by him or 
any member of his family of stock in this corporation and/or by reason 
of the amount of ownership (even though that amount represents control).  
To the extent not prohibited by law, the Board of Directors may 
authorize the purchase by the Corporation of shares of any class issued 
by it.  The action of such Board of Directors in such instances shall be 
final except for actual fraud.

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	SEVENTH:  The amount of stated capital with which the Corporation
will begin business is Five Hundred ($500.00) Dollars.