Annual Report (Form 10-K), fiscal year 1994

ITEM 1. Business. 	Incorporated by reference in pages 1 through 12 and 25 (Note 13) of the 	Registrant's 1994 Annual Report to Shareholders. The number of persons 	employed by the Registrant was approximately 750 at December 31, 1994.
ITEM 2.



ITEM 2. Properties. 	Incorporated by reference in pages 1 through 12 of the Registrant's 1994 	Annual Report to Shareholders.
ITEM 3.

ITEM 3. Legal Proceedings. 	M/G Transport Services, Inc., a subsidiary of the Registrant, is a named 	defendant in a criminal case commenced on February 16, 1995, in the 	United States District Court for the Southern District of Ohio. The 	case is styled: United States of America vs. M/G Transport Services, 	et al. The case arises out of allegations that M/G's employees 	discharged or permitted the discharge of bilge water, ash and other 	refuse into the inland waterways over a period of years. Seven former 	employees have also been indicted. The Government may seek fines 	against the Company which could total $4.2 million if M/G Transport 	Services, Inc. is convicted on all nine counts. M/G disputes the 	allegations which give rise to the indictments, and intends to 	vigorously defend itself.
ITEM 4.

ITEM 4. Submission of Matters to a Vote of Security Holders. 	None during the fourth quarter.
				 PART II
ITEM 5.

ITEM 5. Market for the Registrant's Common Stock and Related Security Holder 	Matters. Incorporated by reference to pages 26 (Note 14) and 29 of the 	Registrant's 1994 Annual Report to Shareholders.
ITEM 6.

ITEM 6. Selected Financial Data. 	Incorporated by reference to page 13 of the Registrant's 1994 Annual 	Report to Shareholders.
ITEM 7.

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results 	of Operations. Incorporated by reference to pages 14 and 15 of the 	of the Registrant's 1994 Annual Report to Shareholders.
ITEM 8.


ITEM 8. Financial Statements and Supplementary Data. 	Incorporated by reference to pages 16 through 27 and page 29 of the 	Registrant's 1994 Annual Report to Shareholders.
ITEM 9.

ITEM 9. Disagreements on Accounting and Financial Disclosures. 	None.
				 PART III
ITEM 10.



ITEM 10.Directors and Executive Officers of the Registrant. 	Incorporated by reference to the Registrant's Proxy Statement dated 	March 17, 1995.
			 PART III (Continued)
	Executive Officers of the Company -
	J. P. Hayden, Jr. - Age 65 - Chairman and Chief Executive Officer 	Michael J. Conaton - Age 61 - President and Chief Operating Officer 	John R. LaBar - Age 63 - Vice President and Secretary 	Robert W. Hayden - Age 56 - Vice President 	John I. Von Lehman - Age 42 - Vice President, Treasurer and 					 Chief Financial Officer 	Thomas J. Rohs - Age 53 - Vice President 	J. P. Hayden, III - Age 42 - Vice President 	John W. Hayden - Age 37 - Vice President 	Michael L. Flowers - Age 43 - Vice President, Assistant Secretary 					 and Chief In-House Counsel
	J. P. Hayden, Jr. and Robert W. Hayden are brothers. J. P. Hayden, III and John W. Hayden are sons of J. P. Hayden, Jr.
	During 1991, Michael L. Flowers (formerly Assistant Secretary) was elected Vice President.
	The officers listed above have served in the positions indicated for the past five years (except as noted above).
ITEM 11.

ITEM 11.Executive Compensation. 	Incorporated by reference to the Registrant's Proxy Statement dated 	March 17, 1995.
ITEM 12.

ITEM 12.Security Ownership of Certain Beneficial Owners and Management. 	Incorporated by reference to the Registrant's Proxy Statement dated 	March 17, 1995.
ITEM 13.

ITEM 13.Certain Relationships and Related Transactions. 	Incorporated by reference to the Registrant's Proxy Statement dated 	March 17, 1995.
				 PART IV
ITEM 14.

ITEM 14.Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements. 	 Incorporated by reference in Part II of this report: 	 Data pertaining to The Midland Company and Subsidiaries - 		 Report of Independent Public Accountants. 		 Consolidated Balance Sheets, December 31, 1994 and 1993. 		 Consolidated Statements of Income and Retained Earnings for 		 the Years Ended December 31, 1994, 1993 and 1992. 		 Consolidated Statements of Cash Flows for the Years Ended 		 December 31, 1994, 1993 and 1992. 		 Notes to Consolidated Financial Statements.
(a) 2. Financial Statement Schedules. 	 Included in Part IV of this report: 	 Data pertaining to The Midland Company and Subsidiaries - Page
		 Independent Auditors' Consent and Report on Schedules 7 		 Schedule II - Allowance for Losses for the Years 		 Ended December 31, 1994, 1993 and 1992 8
			 PART IV (Continued)
	 All other schedules for which provision is made in the 	 applicable accounting regulations of the Securities and 	 Exchange Commission are not required under the related 	 instructions or are inapplicable, and therefore have been 	 omitted.
(a) 3. Exhibits. 	 3. Articles of Incorporation and By-Laws - Filed as Exhibit 3 	 to the Registrant's 1980 Annual Report on Form 10-K, and 	 incorporated herein by reference. 	 10. A description of the Company's Stock Option Plan and 	 Profit Sharing Plan - Incorporated by reference to the 	 Registrant's Proxy Statement dated March 17, 1995. 	 11. Computation of Consolidated Net Income Per Share for the 	 years ended December 31, 1994, 1993 and 1992. 9 	 13. Annual Report to security holders - Incorporated by 	 reference to the Registrant's 1994 Annual Report to 	 Shareholders 	 21. Subsidiaries of the Registrant 10 	 22. Registrant's Proxy Statement dated - Incorporated by 	 reference to the Registrant's Proxy Statement dated 	 March 17, 1995. 	 23. Independent Auditors' Consent - Included in Consent and 	 Report on Schedules referred to under Item 14(a)2 above. 	 27. Financila Data Schedule.
(b) Reports on Form 8-K - Incorporated by reference to the 	 Registrant's Current Report on Form 8-K dated January 5, 1995.
				 SIGNATURES
	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has dully caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
			 THE MIDLAND COMPANY
Signature Title Date 								
S/ J. P. Hayden, Jr. Chairman, and March 2, 1995 (J. P. Hayden, Jr.) Chief Executive Officer
S/ John I. Von Lehman Vice President, Treasurer, March 2, 1995 (John I. Von Lehman) Chief Financial Officer and 				 Chief Accounting Officer
			 SIGNATURES
	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
			 THE MIDLAND COMPANY 			 Signature Title Date
S/ George R. Baker Director March 2, 1995 (George R. Baker)
S/ James H. Carey Director and Member March 2, 1995 (James H. Carey) of Audit Committee
S/ Michael J. Conaton President, Chief Operating March 2, 1995 (Michael J. Conaton) Officer and Director
S/ J. P. Hayden, Jr. Chairman, Chief Executive March 2, 1995 (J. P. Hayden, Jr.) Officer and Director
S/ J. P. Hayden, III Vice President and Director March 2, 1995 (J. P. Hayden, III)
S/ John W. Hayden Vice President and Director March 2, 1995 (John W. Hayden)
S/ Robert W. Hayden Vice President and Director March 2, 1995 (Robert W. Hayden)
S/ William T. Hayden Director March 2, 1995 (William T. Hayden)
S/ William J. Keating Director March 2, 1995 (William J. Keating)
S/ William McD. Kite Director March 2, 1995 (William McD. Kite)
S/ John R. LaBar Vice President, Secretary March 2, 1995 (John R. LaBar) and Director
S/ John M. O'Mara Director and Member March 2, 1995 (John M. O'Mara) of Audit Committee
S/ John R. Orther Director and Member March 2, 1995 (John R. Orther) of Audit Committee
S/ William F. Plettner Director March 2, 1995 (William F. Plettner)
S/ Glenn E. Schembechler Director and Member March 2, 1995 (Glenn E. Schembechler) of Audit Committee
S/ John I. Von Lehman Vice President, Treasurer, March 2, 1995 (John I. Von Lehman) Chief Financial Officer, 			 Chief Accounting Officer 			 and Director
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULES
To the Shareholders of The Midland Company:
We consent to the incorporation by reference in Registration Statement No. 33- 48511 of The Midland Company on Form S-8 of our report dated February 16, 1995, incorporated by reference in this Annual Report on Form 10-K, and our report (appearing below) on the financial statement schedule of The Midland Company for the year ended December 31, 1994.
Our audits of the consolidated financial statements referred to in our aforementioned report also included the financial statement schedule of The Midland Company and its subsidiaries, listed in Item 14. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
Deloitte & Touche LLP Cincinnati, Ohio March 14, 1995
							 							 SCHEDULE II
			 THE MIDLAND COMPANY 			 AND SUBSIDIARIES
		 SCHEDULE II - ALLOWANCE FOR LOSSES 	 FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
					 ADDITIONS 			 BALANCE AT CHARGED TO BALANCE 			 BEGINNING COSTS AND DEDUCTIONS AT END 	 DESCRIPTION OF PERIOD EXPENSES (ADDITIONS) OF PERIOD --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994:
Allowance For Losses $ 1,117,000 $ 576,000 $ 158,000 (1) $ 1,535,000
YEAR ENDED DECEMBER 31, 1993:
Allowance For Losses $ 1,192,000 $ 357,000 $ 432,000 (1) $ 1,117,000
YEAR ENDED DECEMBER 31, 1992:
Allowance For Losses $ 1,133,000 $ 297,000 $ 238,000 (1) $ 1,192,000
NOTES: (1) Accounts written off are net of recoveries.