FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-115354

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 19, 2004)

1,350,000 SHARES

[THE MIDLAND COMPANY LOGO]

THE MIDLAND COMPANY

COMMON STOCK

This is an offering of shares of common stock of The Midland Company. All
of the shares being offered are being sold by the selling shareholder. We will
not receive any of the proceeds from the sale of shares by the selling
shareholder. Midland will pay for all expenses relating to the offer and sale of
these shares of common stock, except that the selling shareholder will pay the
underwriting discount.

Our common stock currently trades on the Nasdaq National Market under the
symbol "MLAN." On November 18, 2004, the closing price of our common stock on
the Nasdaq National Market was $28.63 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 6 OF THE PROSPECTUS ACCOMPANYING THIS PROSPECTUS SUPPLEMENT.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

<Table>
<Caption>
PER SHARE TOTAL
--------- -----------

Public offering price....................................... $27.60 $37,260,000
Underwriting discount....................................... $ 1.10 $ 1,485,000
Proceeds to selling shareholder (before expenses)........... $26.50 $35,775,000
</Table>

The underwriters have an option to purchase up to 150,000 additional shares
of common stock from the selling shareholder at the public offering price, less
the underwriting discount, within 30 days of this prospectus supplement to cover
any over-allotments of shares.

The underwriters expect to deliver the shares on or about November 24,
2004.

KEYBANC CAPITAL MARKETS
---------------------
COCHRAN, CARONIA & CO.

NOVEMBER 18, 2004

TABLE OF CONTENTS

<Table>

ABOUT THIS PROSPECTUS SUPPLEMENT............................ S-3
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS........... S-3
PROSPECTUS SUPPLEMENT SUMMARY............................... S-4
RECENT DEVELOPMENTS......................................... S-5
USE OF PROCEEDS............................................. S-5
PRICE RANGE OF COMMON STOCK AND DIVIDENDS................... S-5
SELLING SHAREHOLDER......................................... S-6
UNDERWRITING................................................ S-7
LEGAL MATTERS............................................... S-9
WHERE YOU CAN FIND MORE INFORMATION......................... S-9
</Table>

------------------------

You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. Neither we nor the underwriters have
authorized anyone, including the selling shareholder, to provide you with any
information different from that contained in this prospectus supplement and the
accompanying prospectus. The selling shareholder is offering to sell, and
seeking offers to buy, our shares only in jurisdictions where such offers and
sales are permitted. The information contained in this prospectus supplement and
the accompanying prospectus is accurate only as of the respective dates of this
prospectus supplement and the accompanying prospectus, regardless of the time of
delivery of the prospectus or of any sale of our shares.

------------------------

S-2

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is the prospectus supplement,
which describes the specific terms of this offering. The second part, the
accompanying prospectus, gives more general information, some of which may not
apply to this offering. Generally, when we refer only to the "prospectus," we
are referring to both parts combined.

If any information varies between this prospectus supplement and the
accompanying prospectus, you should rely on the information in this prospectus
supplement.

In this prospectus, when we refer to "Midland," "we" or "our," unless the
context requires otherwise, we are referring to The Midland Company and all of
its subsidiaries. When we refer to "American Modern," we are referring to our
subsidiary, American Modern Insurance Group, Inc., and its subsidiaries.
American Modern is the holding company for our insurance operations. When we
refer to "M/G Transport," we are referring to our two transportation
subsidiaries, M/G Transport Services, Inc. and MGT Services Inc.

Unless otherwise indicated, all information presented in this prospectus
has been prepared based on generally accepted accounting principles applicable
in the United States of America and assumes that the underwriters'
over-allotment option is not exercised.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus supplement and the documents incorporated by reference into
this prospectus contain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements include, but are not limited to certain
discussions relating to future revenue, underwriting income, premium volume,
investment income and other investment results, business strategies,
profitability, liquidity, capital adequacy, anticipated capital expenditures and
business relationships, as well as any other statements concerning the year 2004
and beyond. In some cases, you can identify forward-looking statements by terms
such as "may," "will," "should," "could," "would," "expect," "plan," "intend,"
"anticipate," "believe," "estimate," "project," "predict," "potential" and
similar expressions or the negative version of such expressions. These
forward-looking statements reflect our current views about future events, are
based on assumptions and are subject to known and unknown risks and
uncertainties that may cause results to differ materially from those anticipated
in those statements. Many of the factors that will determine future events or
achievements are beyond our ability to control or predict. Factors that might
cause results to differ from those anticipated include, without limitation,
adverse weather conditions, changes in underwriting results affected by adverse
economic conditions, fluctuations in the investment markets, changes in the
retail marketplace, changes in the laws or regulations affecting the operations
of the company or its subsidiaries, changes in the business tactics or
strategies of the company, its subsidiaries or its current or anticipated
business partners, the financial condition of the company's business partners,
acquisitions or divestitures, changes in market forces, litigation and the other
risk factors that have been identified in our filings with the SEC or in the
prospectus accompanying this prospectus supplement under the heading "Risk
Factors" beginning on page 6, any one of which might materially affect the
operations of the company or its subsidiaries.

The forward-looking statements contained in this prospectus supplement
reflect our views and assumptions only as of the date of this prospectus
supplement. Except as required by law, we assume no responsibility for updating
any forward-looking statements. You should read this prospectus supplement, the
accompanying prospectus and the documents that we reference in this prospectus
supplement and have filed as exhibits to the registration statement of which
this prospectus supplement is a part, completely and with the understanding that
our actual future results may be materially different from what we expect.

We qualify all of our forward-looking statements by these cautionary
statements.

S-3

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights some of the information contained in this
prospectus supplement. This summary is not complete and does not contain all of
the information that you should consider before investing in our common stock.
You should read the entire prospectus supplement and the accompanying prospectus
carefully.

OUR COMPANY

The Midland Company is a highly focused provider of specialty property and
casualty insurance products and services. We are a leading provider of insurance
products and services to the manufactured housing market and also provide
insurance products for site-built homes, motorcycles, watercraft, snowmobiles,
recreational vehicles and credit life and related products. We market our
insurance products and services throughout the United States utilizing multiple
distribution channels, including insurance agents, lenders, manufacturers,
retailers, financial institutions and strategic alliance partners. Our fee-based
operations provide fee revenue and generate significant incremental insurance
premium.

Our insurance operations, conducted through the American Modern Insurance
Group, accounted for approximately 96% of our 2003 revenues. American Modern is
licensed to write insurance in all 50 states and the District of Columbia. A.M.
Best Company, an independent company which rates the financial strength of
insurance companies, has assigned American Modern's property and casualty
subsidiaries a group rating of "A+ (Superior)." Our transportation operations,
M/G Transport, generated the remaining 4% of our 2003 revenue. M/G Transport
operates a fleet of barges on the lower Mississippi river and its tributaries to
transport commodity dry cargos.

To support our operating principles and growth strategies, we have built a
management team with extensive experience in the insurance industry. Our 22
senior executives average approximately 20 years each in the insurance industry.

CORPORATE OFFICES

Our principal executive offices are located at 7000 Midland Boulevard,
Amelia, Ohio, 45102-2607, and our telephone number is (513) 943-7100. Our
website address is www.midlandcompany.com. The information on our website,
except for information specifically incorporated by reference in this document,
is not part of this prospectus supplement or the accompanying prospectus.

THE OFFERING

Total shares being offered by the
selling shareholders............. 1,350,000 shares

Shares outstanding at November
17, 2004......................... 18,785,069 shares(1)

Shares to be outstanding after
the offering..................... 18,785,069 shares(1)

Use of proceeds.................. We will not receive any proceeds from the
sale of stock by the selling shareholder.

Nasdaq National Market symbol.... MLAN

See "Selling Shareholder" for further description of the selling
shareholder.

- ---------------

(1) Excludes 1,683,540 shares reserved for issuance under Midland's equity
incentive plans as of November 17, 2004. Options to purchase 1,282,248
shares at a weighted average exercise price of $17.37 per share were
outstanding as of November 15, 2004.
S-4

RECENT DEVELOPMENTS

On October 21, 2004, we reported results for the third quarter ended
September 30, 2004. Net income per share was 12 cents, which included 1 cent in
realized capital gains. For last year's third quarter, net income per share was
23 cents, which included 4 cents in realized capital gains. Revenue for the
quarter increased 4.7 percent to a record $192.9 million, compared with $184.2
million in last year's third quarter. Catastrophe losses totaled 98 cents per
share in the third quarter, 93 cents of which emanated from hurricanes Charley,
Frances, Ivan and Jeanne. This compares to catastrophe losses of 29 cents per
share last year. All per share amounts are on an after-tax, diluted basis.

We are encouraged to see the positive non-catastrophe underwriting results
from our core business lines, particularly in our manufactured housing,
motorcycle, watercraft and site-built dwelling lines. These results demonstrate
the benefit of the underwriting actions we have taken over the last several
years, such as tightened underwriting criteria and rate increases. We believe
these strong non-catastrophe underwriting results, coupled with our
comprehensive reinsurance program and disciplined underwriting approach,
demonstrate our fundamental strength and stability.

In October, 2004, the New York State Attorney General brought suit against
Marsh & McLennan Companies, Inc. alleging, among other things, that the firm had
manipulated the insurance market through specified conduct. The New York State
Attorney General also stated that the evidence implicates certain insurance
companies. We are not party to any of the litigation and have not received any
subpoena or information requests from the New York State Attorney General. We
have reviewed the allegations contained in the complaint against Marsh and have
considered its possible impact on our business. At this time we have no reason
to believe that our operations involve conduct that is the subject of the
complaint. None of our insurance policies are distributed by Marsh or any of the
major commercial insurance brokers that are the focus of the New York State
Attorney General's investigation. Our product is primarily distributed via the
agent, point of sale and lender channels with little to no contact with large
commercial insurance brokers. However, we cannot predict the ultimate outcome of
the current litigation nor the impact that the outcome could have on the
insurance industry or our business. A number of state insurance regulators have
announced investigations of a similar nature. As the North Carolina Department
of Insurance reported in its press release of October 28, 2004, "North Carolina
Insurance Commissioner Jim Long today began issuing letters to more than 5,000
companies and brokers licensed in the state, requesting each to certify that it
has not participated in bid-rigging." We, like thousands of other insurance
companies and brokers, received this letter and likely will receive requests
from other states. We, too, could receive other requests for information or
become subject to new regulations that could impact our business. The volatility
caused by these developments may affect the price of our stock regardless of our
business practices. In addition, the New York State Attorney General's
investigation and related regulatory developments concern an evolving area of
the law and we can give no assurance regarding its consequences for the industry
or us.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares by the
selling shareholder. The selling shareholder will receive all proceeds from the
sale of shares offered in this prospectus supplement, net of underwriting
discounts.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Our shares are listed on the Nasdaq National Market under the symbol
"MLAN." The following table sets forth the high and low closing prices for our
shares as reported on the Nasdaq National Market and cash dividends per share
for the periods indicated. The table reflects the two-for-one split of the
common stock

S-5

that became effective July 17, 2002. These prices reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.

<Table>
<Caption>
CASH
HIGH LOW DIVIDENDS
------ ------ ---------

YEAR ENDED DECEMBER 31, 2002:
First quarter............................................ $21.69 $20.46 $0.04375
Second quarter........................................... 25.24 21.20 0.04375
Third quarter............................................ 25.17 16.44 0.04375
Fourth quarter........................................... 19.86 17.18 0.04375
YEAR ENDED DECEMBER 31, 2003:
First quarter............................................ $20.15 $16.32 $0.04750
Second quarter........................................... 23.20 17.57 0.04750
Third quarter............................................ 24.29 20.57 0.04750
Fourth quarter........................................... 23.62 20.31 0.04750
YEAR ENDING DECEMBER 31, 2004:
First quarter............................................ $25.45 $22.35 $0.05125
Second quarter........................................... 29.70 24.77 0.05125
Third quarter............................................ 29.92 25.50 0.05125
Fourth quarter (through November 18, 2004)............... 29.95 26.50 0.05125
</Table>

On November 18, 2004, the last reported closing price of our shares on the
Nasdaq National Market was $28.63 per share. As of November 18, 2004, there were
approximately 2,100 holders of record of our shares.

Holders of our shares are entitled to receive dividends declared by our
board of directors. Our board of directors has historically followed a policy of
declaring quarterly cash dividends. However, we cannot assure you that we will
not change our dividend policy after the offering. Whether we declare and pay
dividends after the offering will depend upon business conditions, operating
results, capital and reserve requirements and the board of directors'
consideration of other relevant factors. We are a legal entity separate and
distinct from our subsidiaries, and our revenues depend, in significant part, on
the payment of dividends and fees from our subsidiaries. American Modern's
insurance company subsidiaries are subject to certain legal restrictions on the
amount of dividends they are permitted to pay. See "Risk Factors -- Midland and
its subsidiaries may be unable to pay dividends" on page 11 of the accompanying
prospectus.

SELLING SHAREHOLDER

The following table sets forth certain information regarding the beneficial
ownership of our shares by the selling shareholder as of November 15, 2004, and
as adjusted to reflect the sale of the shares in this offering, assuming that
the over-allotment option is not exercised by the underwriters.

<Table>
<Caption>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERING(1)(2) OFFERING
------------------- SHARES BEING -------------------
NAME OF SELLING SHAREHOLDER NUMBER PERCENT OFFERED NUMBER PERCENT
- --------------------------- --------- ------- ------------- -------- --------

Robert W. Hayden(3)................ 1,885,449 10.0 1,350,000 535,449 2.9
</Table>

- ---------------

(1) Except as set forth in the footnotes to this table, the person named in the
table has sole voting and investment power with respect to all shares shown
as beneficially owned by him.

(2) The aggregate number of shares to be sold by the selling shareholder and
entities affiliated with him will not exceed 1,350,000, assuming that the
over-allotment option is not exercised by the underwriters.

S-6

Hayden Investments Limited Partnership ("RHILP") of which Mr. Hayden is
general partner (if and to the extent that the over-allotment option is
exercised those additional shares will be purchased from RHILP); (ii)
175,000 of the 223,350 shares held by the Amy L. Hayden Trust U/A Dated
August 17, 1984; (iii) 175,000 of the 200,562 shares held by the David S.
Hayden Trust U/A Dated August 16, 1984; (iv) 175,000 of the 226,946 shares
held by the Christina L. Hayden Trust U/A Dated March 7, 1986; (v) 175,000
of the 177,974 shares held by the Jennifer M. Hayden Trust U/A Dated October
19, 1994; and (vi) all 300,000 shares held by the Robert W. Hayden
Charitable Remainder Unitrust U/A Dated July 13, 2004. Mr. Hayden serves as
trustee of all of these trusts except for the Charitable Remainder Unitrust,
as to the shares held by which Mr. Hayden expressly disclaims beneficial
ownership. Does not include a total of 19,900 shares that may be acquired
upon exercise of options within 60 days of November 15, 2004 by such
persons.

Mr. Hayden has served on Midland's Board of Directors from 1968 to the
present and has served Midland in various other capacities since 1960, including
as Vice President until 1990.

The selling shareholder is selling the shares as a result of individual
estate planning activities, including the diversification of personal
investments. The selling shareholder has not had an active role in the
management of Midland other than as described above.

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement
by and between KeyBanc Capital Markets, a division of McDonald Investments Inc.,
as representative for the underwriters named in the agreement, the selling
shareholder and us, the selling shareholder has agreed to sell to each
underwriter, and each underwriter has severally agreed to purchase from the
selling shareholder, the number of shares set forth opposite its name in the
table below:

<Table>
<Caption>
NUMBER OF
UNDERWRITERS SHARES
- ------------ ---------

KeyBanc Capital Markets, a Division of McDonald Investments
Inc. ..................................................... 1,282,500
Cochran, Coronia Securities LLC............................. 67,500
</Table>

The underwriting agreement provides that the obligation of the underwriters
to purchase the shares included in this offering are subject to approval of
certain legal matters by counsel and to various other conditions. The
underwriters are obligated to purchase all the shares, other than those covered
by the over-allotment option described below, if it purchases any of the shares.
If an underwriter defaults, the underwriting agreement provides that the
purchase commitments of the nondefaulting underwriters may be increased or the
underwriting agreement may be terminated.

The underwriters propose to offer the shares directly to the public at the
public offering price set forth on the cover page of this prospectus. The
underwriters may sell some of the shares to dealers at the public offering price
less a concession not to exceed $.66 per share. The underwriters may allow, and
such dealers may reallow, a concession not in excess of $.10 per share to
certain other dealers. After the shares of common stock are released for sale to
the public, the offering price and other selling terms may be changed.

The selling shareholder has granted the underwriters an option, exercisable
for 30 days after the date of this prospectus supplement, to purchase up to an
additional 150,000 shares at the public offering price less the underwriting
discount set forth on the cover page. The underwriters may exercise this option
solely for the purpose of covering over-allotments, if any, in connection with
this offering.

S-7

The following table summarizes the compensation and estimated expenses paid
in connection with this offering:

<Table>
<Caption>
PER SHARE TOTAL
------------------------------- -------------------------------
WITHOUT WITH WITHOUT WITH
OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT
-------------- -------------- -------------- --------------

Underwriting discounts paid by the selling
shareholder......................................... $1.10 $1.10 1,485,000 1,650,000
</Table>

Our estimated total offering expenses, exclusive of the underwriting
discount, but including legal, accounting and printing costs, will be
approximately $50,000.

In connection with the offering, we, the selling shareholder, our executive
officers and directors have agreed that, during a period of 90 days from the
date of this prospectus, subject to certain exceptions, we and they will not,
without the prior written consent of the representative, directly or indirectly,
issue, sell, offer to sell, contract to sell, solicit an offer to buy, grant any
option, right or warrant for the purchase or sale of, assign, pledge,
hypothecate, distribute or otherwise transfer, dispose of, encumber or reduce
any risk of ownership (or make any announcement with respect to any of the
foregoing) any shares of common stock or any options, rights, warrants or other
securities convertible into or exercisable or exchangeable for common stock or
evidencing any right to purchase or subscribe for shares of common stock; except
that we may issue and sell the shares of common stock to be issued in the
offering, we may grant options, stock and other awards under our plans and issue
shares of common stock upon the exercise of our stock options. However, the
representative may, in its sole discretion and at any time without notice,
release all or any portion of the securities subject to these lock-up
agreements.

We and the selling shareholder have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, or to contribute to payments the underwriters may be required to make
because of any of those liabilities.

The underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority without first receiving a written consent
from those accounts.

In connection with the offering, the underwriters or their affiliates who
are qualified registered market makers on the Nasdaq National Market may engage
in passive market-making transactions in our common stock on the Nasdaq National
Market in accordance with Rule 103 of Regulation M, during the one business day
prior to the pricing of the offering before the commencement of offers or sales
of the shares. The passive market-making transactions must comply with
applicable volume and price limitations and be identified as such. In general, a
passive market maker must display its bid at a price not in excess of the
highest independent bid for the security; however, if all independent bids are
reduced to a price below the passive market maker's bid, such bid does not have
to be lowered until certain purchase limits are exceeded.

The underwriters may engage in stabilizing transactions, over-allotment
transactions, syndicate covering transactions and penalty bids in accordance
with Regulation M under the Securities Exchange Act of 1934.

- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.

- Over-allotment transactions involve sales by the underwriter of shares in
excess of the number of shares the underwriters are obligated to
purchase, which creates a syndicate short position. The short position
may be either a covered short position or a naked short position. In a
covered short position, the number of shares over-allotted by the
underwriters is not greater than the number of shares that it may
purchase in the over-allotment option. In a naked short position, the
number of shares involved is greater than the number of shares in the
over-allotment option. The underwriters may close out any short position
by either exercising its over-allotment option and/or purchasing shares
in the open market.

- Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions. In determining the source of shares to
close out the short position, the underwriters will consider, among other
things, the price

S-8

of shares available for purchase in the open market as compared to the
price at which they may purchase shares through the over-allotment
option. If the underwriters sell more shares than could be covered by the
over-allotment option, a naked short position, the position can only be
closed out by buying shares in the open market. A naked short position is
more likely to be created if the underwriters are concerned that there
could be downward pressure on the price of the shares in the open market
after pricing which could adversely affect investors who purchase in the
offering.

- Penalty bids permit the underwriters to reclaim a selling concession from
a syndicate member when the shares originally sold by the syndicate
member are purchased in a stabilizing or syndicate covering transaction
to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty
bids may have the effect of raising or maintaining the market price of our
common stock or preventing or retarding a decline in the market price of the
common stock. As a result, the price of our shares may be higher than the price
that might otherwise exist in the open market. These transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time without notice. The underwriters are not required to
engage in any of these activities. The underwriters make no representations or
prediction as to whether they will engage in these types of activities or as to
the direction or magnitude of any effect that these activities may have on the
price of our shares.

A prospectus in electronic format may be made available on the websites
maintained by the underwriters. The underwriters may agree to allocate a number
of shares to selling group members for sale to their online brokerage account
holders. Internet distributions will be allocated by the underwriters and the
underwriters will make Internet distributions on the same basis as other
allocations.

KeyBanc Capital Markets is a market maker in our shares.

In addition to the relationships described above, the underwriters and
certain of their affiliates have performed investment banking, advisory, general
financing and commercial banking services for us and our subsidiaries from time
to time for which they have received customary fees and expenses. The
underwriters may, from time to time in the future, engage in transactions with
and perform services for us and our subsidiaries in the ordinary course of their
business.

LEGAL MATTERS

Certain legal matters in connection with the offering will be passed upon
for us by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio. Certain legal
matters related to the offering will be passed upon for the underwriters by
Squire, Sanders & Dempsey L.L.P.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended. Therefore, we file annual, quarterly and special
reports, proxy statements and other information with the United States
Securities and Exchange Commission. Our SEC filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC's public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's regional offices at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 233 Broadway, New
York, New York 10279. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.

The SEC allows us to "incorporate by reference" the information we file
with it. This means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated by
reference is an important part of the accompanying prospectus. Information that
we file later with the SEC will automatically update and supersede this
information.

S-9

In addition to the documents listed on page 3 of the accompanying
prospectus, the following documents are incorporated by reference in the
accompanying prospectus:

- Our Annual Report on Form 10-K for the fiscal year ended December 31,
2003 (provided that the "Letter to the Shareholders" and "Financial
Highlights" sections of the Annual Report to Shareholders contained in
such document are specifically not incorporated by reference herein);

- Our Quarterly Reports on Form 10-Q for the Quarters ended March 31, 2004,
June 30, 2004 and September 30, 2004;

- Our Current Reports on Form 8-K filed on February 6, 2004, February 18,
2004, April 30, 2004, May 12, 2004, July 15, 2004, August 19, 2004,
October 7, 2004 and October 21, 2004; and

- The description of common stock included in our Registration Statement on
Form 8-A, filed May 27, 1999 (file no. 000-26199).

All documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus will be deemed
incorporated by reference into the accompanying prospectus and to be a part of
the accompanying prospectus from the date of filing of the documents.

You may obtain a copy of any of the documents we are incorporating by
reference at no cost, by writing or telephoning us at the following address or
telephone number:

John I. Von Lehman
Executive Vice President
Chief Financial Officer
and Secretary
The Midland Company
7000 Midland Boulevard
Amelia, Ohio 45102-2607
(513) 943-7100

S-10

PROSPECTUS

1,600,000 SHARES

THE MIDLAND COMPANY

COMMON STOCK

Certain selling shareholders of Midland are offering shares of our common
stock. Midland will not receive any proceeds from the sale of our shares by the
selling shareholders. We will provide a prospectus supplement containing the
specific terms of an offering by the selling shareholders.

You should read this prospectus and the documents that are incorporated by
reference in this prospectus carefully before investing. INVESTING IN OUR COMMON
STOCK INVOLVES SEVERAL RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 6.

Midland's common stock is traded on the Nasdaq National Market under the
symbol "MLAN". On July 14, 2004, the closing price of Midland's common stock on
the Nasdaq National Market was $27.54 per share.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus is July 19, 2004

TABLE OF CONTENTS

<Table>

ABOUT THIS PROSPECTUS....................................... 2
WHERE YOU CAN FIND MORE INFORMATION......................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 3
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS........... 3
THE MIDLAND COMPANY......................................... 4
THE OFFERING................................................ 5
RISK FACTORS................................................ 6
SELLING SHAREHOLDERS........................................ 13
USE OF PROCEEDS............................................. 13
DESCRIPTION OF COMMON STOCK................................. 13
PLAN OF DISTRIBUTION........................................ 16
LEGAL MATTERS............................................... 17
EXPERTS..................................................... 17
</Table>

ABOUT THIS PROSPECTUS

The registration statement that contains this prospectus (including the
exhibits) contains additional important information about us and the securities
offered under this prospectus. Specifically, we have filed certain legal
documents that control the terms of the securities offered by this prospectus as
exhibits to the registration statement. We will file certain other legal
documents that control the terms of the securities offered by this prospectus as
exhibits to reports we file with the SEC. That registration statement and the
other reports can be read at the SEC web site or at the SEC offices mentioned
below under the following heading.

As used in this prospectus and any prospectus supplement, the terms
"Midland," "we," "us," "our," "MLAN" or the "Company," refer collectively to The
Midland Company and its subsidiaries.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, under which we file annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy this information at the following
location of the Securities and Exchange Commission:

Public Reference Room
450 Fifth Street, N.W.
Washington, D.C. 20549

You may also obtain copies of this information by mail from the Public
Reference Section of the Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, DC 20549, at prescribed rates. Please call the Securities and
Exchange Commission at (800) 732-0330 for further information about the Public
Reference Room.

The Securities and Exchange Commission also maintains an internet website
that contains reports, proxy statements and other information about issuers that
file electronically with the Securities and Exchange Commission. The address of
that site is www.sec.gov. SEC filings may also be accessed free of charge
through our Internet site at www.midlandcompany.com.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are "incorporating by reference" into this prospectus certain
information that we file with the Securities and Exchange Commission, which
means that we are disclosing important information to you by referring you to
those documents. The information incorporated by reference is deemed to be part
of this prospectus, except for any information superseded by information
contained directly in this prospectus. This prospectus incorporates by reference
the documents set forth below that we have previously filed with the Securities
and Exchange Commission. These documents contain important information about us
and our finances.

<Table>
<Caption>
SEC FILINGS (FILE NO. 01-06026) PERIOD
- ----------------------------------------- -----------------------------------------

Annual Report on Form 10-K Year Ended December 31, 2003
Quarterly Report on Form 10-Q Quarter Ended March 31, 2004
Current Reports on Form 8-K Filed on February 6, 2004, February 18,
2004, April 30, 2004 and May 12, 2004
Registration Statement on Form 8-A
(File No. 000-26199) Filed on May 27, 1999
</Table>

All documents that we file with the Securities and Exchange Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
from the date of this prospectus to the end of the offering of the securities
under this document shall also be deemed to be incorporated herein by reference.
Any statement contained in this prospectus or in a document incorporated or
deemed to be incorporated by reference into this prospectus will be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or any other subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or
supersedes the statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.

You may request a copy of these filings, at no cost, by writing or calling
us at the following address or telephone number:

John I. Von Lehman
Executive Vice President,
Chief Financial Officer & Secretary
The Midland Company
7000 Midland Boulevard
Amelia, Ohio 45102-2607
(513) 943-7100

Exhibits to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this prospectus.

Information contained on our website is not intended to be incorporated by
reference in this prospectus and you should not consider that information a part
of this prospectus.

You should rely only on the information incorporated by reference or
provided in this prospectus and the prospectus supplement. No one else is
authorized to provide you with any other information or any different
information. We are not making an offer of securities in any state where an
offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of this
document.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this
prospectus contain "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements include, but are not limited to certain discussions
relating

to future revenue, underwriting income, premium volume, investment income and
other investment results, business strategies, profitability, liquidity, capital
adequacy, anticipated capital expenditures and business relationships, as well
as any other statements concerning the year 2004 and beyond. In some cases, you
can identify forward-looking statements by terms such as "may," "will,"
"should," "could," "would," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "project," "predict," "potential" and similar expressions or the
negative version of such expressions. These forward-looking statements reflect
our current views about future events, are based on assumptions and are subject
to known and unknown risks and uncertainties that may cause results to differ
materially from those anticipated in those statements. Many of the factors that
will determine future events or achievements are beyond our ability to control
or predict. Factors that might cause results to differ from those anticipated
include, without limitation, adverse weather conditions, changes in underwriting
results affected by adverse economic conditions, fluctuations in the investment
markets, changes in the retail marketplace, changes in the laws or regulations
affecting the operations of the company or its subsidiaries, changes in the
business tactics or strategies of the company, its subsidiaries or its current
or anticipated business partners, the financial condition of the company's
business partners, acquisitions or divestitures, changes in market forces,
litigation and the other risk factors that have been identified in the company's
filings with the SEC or may be identified in a prospectus supplement, any one of
which might materially affect the operations of the company or its subsidiaries.

The forward-looking statements contained in this prospectus reflect our
views and assumptions only as of the date of this prospectus. Except as required
by law, we assume no responsibility for updating any forward-looking statements.
You should read this prospectus and the documents that we reference in this
prospectus and have filed as exhibits to the registration statement of which
this prospectus is a part, completely and with the understanding that our actual
future results may be materially different from what we expect.

We qualify all of our forward-looking statements by these cautionary
statements.

THE MIDLAND COMPANY

The Midland Company is a highly focused provider of specialty property and
casualty insurance products and services. We are a leading provider of insurance
products and services to the manufactured housing market and also provide
insurance products for site-built homes, motorcycles, watercraft, snowmobiles,
recreational vehicles, credit life and financial institutions related products.
We market our insurance products and services throughout the United States
utilizing multiple distribution channels, including insurance agents, lenders,
manufacturers, retailers, financial institutions and strategic alliance
partners. Our fee-based operations provide fee revenue and generate significant
incremental insurance premium.

Our insurance operations, conducted through the American Modern Insurance
Group, Inc., accounted for 96% of our 2003 revenues. American Modern is licensed
to write insurance in all fifty states and the District of Columbia. A.M. Best
Company, an independent company which rates the financial strength of insurance
companies, has assigned American Modern's property and casualty subsidiaries a
group rating of "A+ (Superior)." Our transportation operations, M/G Transport,
generated the remaining 4% of our 2003 revenue. M/G Transport operates a fleet
of barges on the lower Mississippi river and its tributaries to transport
commodity dry cargos.

Our principal executive offices are located at 7000 Midland Boulevard,
Amelia, Ohio 45102-2607, and our telephone number is (513) 943-7100. We maintain
our corporate website at www.midlandcompany.com. Information on our website,
except for the information specifically incorporated by reference, is not part
of this prospectus.

THE OFFERING

Common Stock Offered by:

Robert W. Hayden(1)...... 1,500,000 shares

Michael J. Conaton(1).... 100,000 shares

Total......................... 1,600,000 shares

Common stock outstanding
before and after this
offering...................... 18,767,039 shares

Use of proceeds............... Midland will not receive any proceeds from the
sale of common stock by the selling
shareholders.

Nasdaq National Market
symbol........................ MLAN
- ---------------

(1) It is anticipated that one or more additional relatives and/or trusts
affiliated with the selling shareholders will also be selling common stock
in this offering. The aggregate number of shares to be sold by the selling
shareholders, trusts and relatives affiliated with them will not exceed
1,600,000. Any additional selling relatives and/or trusts will be identified
in a prospectus supplement or an amendment to the registration statement of
which this prospectus is a part.

The above information regarding shares outstanding before and after the
offering is based on the number of shares of common stock outstanding as of July
15, 2004. The number of shares outstanding excludes 1,683,540 shares reserved
for issuance under our incentive compensation plans. Options to purchase
1,297,909 shares at an average exercise price of $17.34 are outstanding as of
July 15, 2004.

See "Selling Shareholders" for a further description of the selling
shareholders.

RISK FACTORS

You should carefully consider the risks described below, together with all
the other information included in and incorporated by reference in this
prospectus, before making an investment decision to buy our common stock. If any
of the following risks actually occur, our business, financial condition or
results of operations could be materially and adversely affected. In that case,
the trading price of our common stock could decline, and you could lose all or
part of your investment. The risks and uncertainties described below are not the
only ones we may face. Additional risks and uncertainties presently not known to
us or that we currently believe to be immaterial may also harm our business.

WE COULD INCUR SUBSTANTIAL LOSSES FROM CATASTROPHES AND WEATHER-RELATED EVENTS

American Modern, like other property and casualty insurers, has
experienced, and will experience in the future, catastrophe losses, which may
materially reduce our financial results and harm our financial condition.
Catastrophes can be caused by various natural events, including hurricanes,
windstorms, tornadoes, floods, earthquakes, hail, severe winter weather and
fires. The incidence and severity of catastrophes are inherently unpredictable.

Hurricanes and earthquakes may produce significant damage in large areas,
especially those that are heavily populated. In 2003, approximately 51.9% of
American Modern's gross property and casualty written premium was derived from
the southeastern United States, Oklahoma and Texas. Because of this
concentration of business, American Modern may be more exposed to hurricanes,
tornadoes, floods and other weather-related losses than some of its competitors.
A single large catastrophe loss, a number of small or large catastrophe losses
in a short amount of time or losses from a series of storms or other events that
do not constitute a catastrophic event under American Modern's reinsurance
treaties, could have a material adverse effect on our financial condition or
results and could result in substantial outflows of cash as losses are paid.
American Modern's ability to write new business could also be affected should
such an event result in a material reduction in our statutory surplus. Increases
in the value and geographic concentration of insured property and the effects of
inflation could increase the severity of claims from catastrophic events in the
future.

These factors can contribute to significant quarter-to-quarter and
year-to-year fluctuations in the underwriting results of American Modern and our
net earnings. Because of the possibility of these fluctuations in underwriting
results, historical periodic results of operations may not be indicative of
future results of operations. Periodic fluctuations in our operating results
could adversely affect the market price of our common stock.

OUR RESULTS ARE SIGNIFICANTLY AFFECTED BY CONDITIONS IN THE MANUFACTURED HOUSING
INDUSTRY

Level of Manufactured Housing Sales

A significant number of the insurance policies American Modern issues each
year are written in conjunction with the sale of new manufactured homes. A
significant or prolonged downturn in the level of new manufactured housing
sales, such as the one which this industry is currently experiencing, could
cause a decline in American Modern's premium volume and income, which could harm
our financial condition or results. The market for manufactured housing is
affected by many factors, including general economic conditions, interest rate
levels, the availability of credit and government regulations. Recent
difficulties in the manufactured housing market have been exaggerated by a
significant increase in the supply of available credit in the mid-1990s that
resulted in a significant increase in new manufactured homes purchased. In the
current economic environment, lenders have reduced the amount of credit
available for manufactured housing purchases. This trend could result in a
significant decrease in manufactured housing premium volume for American Modern.

Reduction of Chattel Financing

Manufactured housing sales have traditionally been financed as personal
property through a financing transaction referred to as chattel financing. The
manufactured housing industry has experienced a substantial reduction in the
number of lenders providing chattel or other personal property financing for
manufactured housing in recent years. This reduction has resulted in a trend
toward traditional mortgage financing for manufactured housing units. Because
chattel lenders are an important channel of distribution for American Modern,
this trend could harm our financial condition or results. American Modern has
historically had strong relationships with the major chattel financing sources.
To the extent that the manufactured housing lending market moves away from
chattel financing to traditional mortgage financing, American Modern may not be
able to replace lost premium volume.

OUR MOTORCYCLE PRODUCT COULD CONTINUE TO EXPERIENCE UNPROFITABLE RESULTS

Despite changes made to the motorcycle product, including rate increases
and more stringent underwriting parameters, it is uncertain when, or if, this
line of business will become profitable. To the extent that these rating and
underwriting actions are insufficient, we could experience results that could
harm our financial results.

THE RESERVES ESTABLISHED FOR OUR RUN-OFF COMMERCIAL LIABILITY LINES BUSINESS
COULD BE INADEQUATE

The Company has established loss reserves designed to cover losses and loss
adjustment expenses related to its run-off commercial liability lines business.
However, the ultimate liability related to this business is uncertain. If the
established reserves are inadequate, it could harm our earnings in future
periods.

OUR RESULTS MAY FLUCTUATE AS A RESULT OF MANY FACTORS, INCLUDING CYCLICAL
CHANGES IN THE INSURANCE INDUSTRY AND GENERAL ECONOMIC CONDITIONS

The results of companies in the property and casualty insurance industry
historically have been subject to significant fluctuations and uncertainties.
Rates for property and casualty insurance are influenced primarily by factors
that are outside of our control, including market and competitive conditions and
regulatory issues. Our profitability can be affected significantly by:

- downturns in the economy, which historically result in an increase in the
fire loss ratio;

- higher actual costs that are not known to American Modern at the time it
prices its products;

- volatile and unpredictable developments, including man-made,
weather-related and other natural catastrophes;

- any significant decrease in the rates for property and casualty insurance
in the segments American Modern serves or its inability to maintain or
increase such rates;

- changes in loss reserves resulting from the legal environment in which
American Modern operates as different types of claims arise and judicial
interpretations relating to the scope of the insurer's liability develop;
and

- fluctuations in interest rates, inflationary pressures and other changes
in the investment environment, which affect our return on invested
assets.

The demand for property and casualty insurance can also vary significantly,
rising as the overall level of economic activity increases and falling as that
activity decreases. Due to the concentration of American Modern's business in
the southeastern United States, Oklahoma and Texas, changes in the general
economy, regulatory environment and other factors specifically affecting that
region could adversely affect our financial conditions and results. The property
and casualty insurance industry historically is cyclical in nature. These
fluctuations in demand and competition could produce underwriting results that
could harm our financial condition or results.

THE SPECIALTY INSURANCE INDUSTRY IS HIGHLY COMPETITIVE AND WILL REQUIRE
SIGNIFICANT TECHNOLOGY EXPENDITURES

The specialty insurance lines offered by American Modern are highly
competitive. American Modern competes with national and regional insurers, many
of whom have greater financial and marketing resources than American Modern. The
types of insurance coverage that American Modern sells are often a relatively
small portion of the business sold by some of American Modern's competitors.
Also, other financial institutions, such as banks and brokerage firms, are now
able to offer services similar to those offered by American Modern as a result
of the Gramm-Leach-Bliley Act, which was enacted in November 1999. New
competition from these developments could harm our financial condition or
results.

Many of our competitors are better capitalized than we are and may be able
to withstand significant reductions in their profit margins to capture market
share. If our competitors decide to target American Modern's customer base with
lower-priced insurance, American Modern may decide not to respond competitively,
which could result in reduced premium volume.

Changing practices caused by the Internet have led to greater competition
in the insurance industry. In response, American Modern has invested
substantially in the development of modernLINK(TM), an enterprise-wide computer
network that is being developed in stages and is intended to connect American
Modern's internal systems directly to its sales and distribution channel
partners as well as policyholders over the Internet. The cost of this system is
significant and its development and installation will decrease operating profits
in the short term. This system is in development and its effectiveness has not
been proven. Significant changes to the technology interface between American
Modern and its distribution channel participants and policyholders could
significantly disrupt or alter its distribution channel relationships.
Disruptions to our information technology systems could also occur periodically
during the installation of the modernLINK(TM) system and adversely affect our
business.

AMERICAN MODERN'S INSURANCE RATINGS MAY BE DOWNGRADED, WHICH WOULD REDUCE ITS
ABILITY TO COMPETE AND SELL INSURANCE PRODUCTS

Insurance companies are rated by established insurance rating agencies
based on the rating agencies' opinions of the company's ability to pay claims
and on the company's financial strength. Ratings have become an increasingly
important factor in establishing the competitive position of insurance
companies. Ratings are based upon factors relevant to policyholders and are not
designed to protect shareholders. Rating agencies periodically review their
ratings. There can be no assurance that current ratings will be maintained in
the future. Most recently, A.M. Best has given a group rating of "A+ (Superior)"
to American Modern's property and casualty insurance subsidiaries and has given
a rating of "A- (Excellent)" to American Modern's credit life insurance
companies. In particular, financial institutions, including banks and credit
unions, are sensitive to ratings and may discontinue using an insurance company
if the insurance company is downgraded. A downgrade in American Modern's
insurance rating could also have a negative impact on its ability to obtain
favorable reinsurance rates and terms. Downgrades in the ratings of American
Modern's insurance company subsidiaries could harm our financial condition or
results.

AMERICAN MODERN MAY BE UNABLE TO REINSURE INSURANCE RISKS AND CANNOT GUARANTEE
THAT AMERICAN MODERN'S REINSURERS WILL PAY CLAIMS ON A TIMELY BASIS, IF AT ALL

American Modern uses reinsurance to attempt to limit the risks, especially
catastrophe risks, associated with its insurance products. The availability and
cost of reinsurance are subject to prevailing market conditions and trends. Poor
conditions in the reinsurance market could cause American Modern to reduce its
volume of business and impact its profitability. American Modern's reinsurance
treaties are generally subject to annual renewal. American Modern may be unable
to maintain its current reinsurance treaties or to obtain other reinsurance
treaties in adequate amounts and at favorable rates and terms. Recently, the
property and casualty industry has experienced significant increases in
reinsurance rates. If American Modern is unable or unwilling to renew its
expiring treaties or to obtain new reinsurance treaties, either its net exposure
to risk would increase or, if American Modern is unwilling to bear an increase
in net risk exposures, American Modern would have to reduce the amount of risk
it underwrites.

Although the reinsurer is liable to American Modern to the extent of the
ceded reinsurance, American Modern remains liable as the direct insurer on all
risks reinsured. As a result, ceded reinsurance arrangements do not eliminate
American Modern's obligation to pay claims. Although we record an asset for the
amount of claims paid that American Modern expects to recover from reinsurers,
we cannot be certain that American Modern will be able to ultimately collect
these amounts. The reinsurer may be unable to pay the amounts recoverable, may
dispute American Modern's calculation of the amounts recoverable or may dispute
the terms of the reinsurance treaty.

OUR INVESTMENT PORTFOLIO COULD LOSE VALUE

Market Volatility and Changes in Interest Rates

American Modern's investment portfolio primarily consists of fixed income
securities (such as corporate debt securities and U.S. government securities)
and publicly traded equity securities. As of March 31, 2004, approximately 82%
of American Modern's investment portfolio was invested in fixed income
securities and approximately 18% was invested in equity securities. The fair
value of securities in American Modern's investment portfolio may fluctuate
depending on general economic and market conditions or events related to a
particular issuer of securities. In addition, American Modern's fixed income
investments are subject to risks of loss upon default and price volatility in
reaction to changes in interest rates. Changes in the fair value of securities
in American Modern's investment portfolio are reflected in our financial
statements and, therefore, could affect our financial condition or results. A
decrease in the value of American Modern's equity securities would also cause a
decrease in American Modern's statutory surplus, which in turn would limit
American Modern's ability to write insurance.

Concentration of Investments

As of March 31, 2004, approximately 34.6% of American Modern's equity
investment portfolio and 6.4% of its total investment portfolio (approximately
$55.8 million in market value) was invested in the common stock of U.S. Bancorp.
A material decrease in the price of common stock of U.S. Bancorp would cause the
value of American Modern's investment portfolio to decline and would result in a
decrease in American Modern's statutory surplus. In addition to American
Modern's holdings, Midland also holds common stock of U.S. Bancorp valued at
approximately $12.2 million as of March 31, 2004.

IF AMERICAN MODERN'S LOSS RESERVES PROVE TO BE INADEQUATE, THEN WE WOULD INCUR A
CHARGE TO EARNINGS

American Modern's insurance subsidiaries regularly establish reserves to
cover their estimated liabilities for losses and loss adjustment expenses for
both reported and unreported claims. These reserves do not represent an exact
calculation of liabilities. Rather, these reserves are management's estimates of
the cost to settle and administer claims. These expectations are based on facts
and circumstances known at the time, predictions of future events, estimates of
future trends in the severity and frequency of claims and judicial theories of
liability and inflation. The establishment of appropriate reserves is an
inherently uncertain process, and we cannot be sure that ultimate losses and
related expenses will not materially exceed American Modern's reserves. To the
extent that reserves prove to be inadequate in the future, American Modern would
have to increase its reserves and incur a charge to earnings in the period such
reserves are increased, which could have a material and adverse impact on our
financial condition and results.

REGULATORY ACTIONS COULD IMPAIR OUR BUSINESS

American Modern's insurance subsidiaries are subject to regulation under
the insurance laws of states in which they operate. These laws primarily provide
safeguards for policyholders, not shareholders. Governmental agencies exercise
broad administrative power to regulate many aspects of the insurance business,
including:

- standards of solvency, including risk-based capital measurements;

- restrictions on the amount, type, nature, quality and concentration of
investments;

- policy forms and restrictions on the types of terms that American Modern
can include in its insurance policies;

- certain required methods of accounting;

- reserves for unearned premium, losses and other purposes;

- premium rates;

- marketing practices;

- capital adequacy and the amount of dividends that can be paid;

- licensing of agents;

- approval of reinsurance contracts and inter-company contracts;

- approval of proxies; and

- potential assessments in order to provide funds to settle covered claims
under insurance policies provided by impaired, insolvent or failed
insurance companies.

Regulations of state insurance departments may affect the cost or demand
for American Modern's products and may impede American Modern from obtaining
rate increases or taking other actions it might wish to take to increase its
profitability. Further, American Modern may be unable to maintain all required
licenses and approvals and its business may not fully comply with the wide
variety of applicable laws and regulations or the relevant authority's
interpretation of the laws and regulations. Also, regulatory authorities have
relatively broad discretion to grant, renew or revoke licenses and approvals. If
American Modern does not have the requisite licenses and approvals or does not
comply with applicable regulatory requirements, insurance regulatory authorities
could stop or temporarily suspend American Modern from conducting some or all of
its activities or assess fines or penalties against American Modern. In light of
several recent significant property and casualty insurance company insolvencies,
it is possible that assessments American Modern must pay to state guarantee
funds may increase. In addition, insurance laws or regulations adopted or
amended from time to time may result in higher costs to American Modern or may
require American Modern to alter its business practices or result in increased
competition.

THE EFFECTS OF EMERGING CLAIM AND COVERAGE ISSUES, SUCH AS MOLD, ON AMERICAN
MODERN'S BUSINESS ARE UNCERTAIN

As industry practices and legal, judicial, social, environmental and other
conditions change, unexpected and unintended issues related to claims and
coverages may emerge. These issues can have a negative effect on American
Modern's business by either extending coverage beyond its underwriting intent or
by increasing the number or size of claims. Recent examples of emerging claims
and coverage issues include increases in the number and size of water damage
claims related to expenses for testing and remediation of mold conditions and a
growing trend of plaintiffs targeting property and casualty insurers in
purported class action litigation relating to claim-handling and other
practices, particularly with respect to the handling of personal lines claims.
The effects of these and other unforeseen emerging claim and coverage issues are
extremely hard to predict and could harm our financial condition or results.

The existence of certain airborne mold spores resulting from moisture
trapped in confined areas has been alleged to cause severe health and
environmental hazards. American Modern has current and potential future exposure
to mold claims in both its commercial and personal lines of business. Due to
uncertainty of future changes in state regulation, we cannot estimate American
Modern's future probable liability for mold claims. Also, as case law expands,
American Modern may be subject to mold-related losses beyond those intended by
policy coverage and not addressed by exclusionary or limiting language. Loss
reserve additions arising from future unfavorable judicial trends cannot be
reasonably estimated at the present time.

IT WOULD BE DIFFICULT FOR A THIRD PARTY TO ACQUIRE MIDLAND

Controlling Shareholders

Without giving effect to any sales of the securities registered hereby,
members or trusts of the Hayden and LaBar families beneficially own over 50% of
our common stock. Some members of these families serve as our executive officers
and directors. Through their ownership of common stock and their positions with
us, these families have the practical ability to effectively control Midland.
They have the practical ability to elect a majority of directors, approve or
disapprove mergers or similar transactions and amend our Articles of
Incorporation without having to secure the votes of other shareholders. A third
party would need the approval of some members of these families to gain control
of Midland.

Anti-Takeover Considerations

Certain provisions of our Articles of Incorporation and Code of Regulations
and of Ohio law make it difficult for a third party to acquire control of
Midland without the consent of our Board. These anti-takeover defenses may
discourage, delay or prevent a transaction involving a change in control of our
company. In cases where Board approval is not obtained, these provisions could
also discourage proxy contests and make it more difficult for you and other
shareholders to elect directors of your choosing and cause us to take other
corporate actions you desire. These provisions include:

- a staggered Board of Directors;

- the authorization of undesignated preferred stock, the terms of which may
be established and shares of which may be issued without shareholder
approval;

- limitations on persons authorized to call a special meeting of
shareholders; and

- advance notice procedures required for shareholders to nominate
candidates for election as directors or to bring matters before an annual
meeting of shareholders.

We are also subject to the laws of various states that govern insurance
companies and insurance holding companies. Under these laws, a person generally
must obtain the applicable insurance department's approval to acquire, directly
or indirectly, 5% or 10% or more of our outstanding voting securities or the
outstanding voting securities of our insurance subsidiaries. An insurance
department's determination of whether to approve an acquisition would be based
on a variety of factors, including an evaluation of the acquirer's financial
stability, the competence of its management and whether competition in that
state would be reduced. These laws may delay or prevent a takeover of our
company or our insurance company subsidiaries.

Provisions in Ohio law relating to business combinations and interested
shareholder transactions, which are described below in "Description of Capital
Stock," may also make it difficult for Midland to be acquired.

MIDLAND AND ITS SUBSIDIARIES MAY BE UNABLE TO PAY DIVIDENDS

Midland and American Modern are organized as holding companies. Almost all
of our operations are conducted by subsidiaries. For us to pay dividends to our
shareholders and meet our other obligations, we must receive management fees and
dividends from American Modern and M/G Transport. In order for American Modern
to pay dividends and management fees to us and meet its other obligations,
American Modern must receive dividends and management fees from its
subsidiaries.

Payments of dividends by our insurance subsidiaries are regulated under
state insurance laws. The regulations in the states where each insurance company
subsidiary is domiciled limit the amount of dividends that can be paid without
prior approval from state insurance regulators. In addition, state regulators
have broad discretion to limit the payment of dividends by insurance companies.
Without regulatory approval, the maximum amount of dividends that can be paid in
2004 by American Modern is $32.4 million. The maximum dividend permitted by law
does not necessarily indicate an insurer's actual ability to pay dividends. Our
ability to pay dividends may be further constrained by business and regulatory
considerations, such as the impact of dividends on American Modern's surplus. A
decrease in surplus could affect American

Modern's ratings, competitive position, covenants under borrowing arrangements
with banks, the amount of premium that can be written and our ability to pay
future dividends. A prolonged, significant decline in insurance subsidiary
profits or regulatory action limiting dividends could subject us to shortages of
cash because our subsidiaries will not be able to pay us dividends.

AMERICAN MODERN DEPENDS ON AGENTS AND DISTRIBUTION PARTNERS WHO MAY DISCONTINUE
SALES OF ITS POLICIES AT ANY TIME

American Modern's relationship with its independent agents and other
distribution channel partners is critical to its success. These agencies and
other distribution partners are independent and typically offer products of
competing companies. They require that American Modern provide competitive
product offering, timely application and claims processing, efficient technology
solutions and that they receive prompt attention to their questions and
concerns. If these agents and distribution partners find it easier to do
business with American Modern's competitors or choose to sell the insurance
products of its competitors on the basis of cost, terms or commission structure,
American Modern's sales volume would decrease, harming our financial conditions
and results. We cannot be certain that these agents and distribution partners
will continue to sell American Modern's insurance products to the individuals
they represent.

WE ARE SUBJECT TO VARIOUS LITIGATION

American Modern's insurance subsidiaries are routinely involved in
litigation that arises in the ordinary course of business. It is possible that a
court could impose significant punitive, bad faith, extra-contractual or other
extraordinary damages against American Modern or one of its subsidiaries. This
could harm our financial condition or results.

In addition, a substantial number of civil jury verdicts have been returned
against insurance companies in several jurisdictions in the United States,
including jurisdictions in which American Modern has business. Some of these
verdicts have resulted from suits that allege improper sales practices, agent
misconduct, failure to properly supervise agents and other matters.
Increasingly, these lawsuits have resulted in the award of substantial judgments
against insurance companies. Some of these judgments have included punitive
damages that are in high proportion to the actual damages. Any such judgment
against American Modern could harm our financial condition or results.

OUR RELATIVELY LOW TRADING VOLUME MAY LIMIT YOUR ABILITY TO SELL YOUR SHARES

Although shares of our common stock are listed on the Nasdaq National
Market, on many days in recent months, the daily trading volume for our common
stock was less than 11,000 shares. As a result of this low trading volume, you
may have difficulty selling a large number of shares of our common stock in the
manner or at a price that might be attainable if our common stock were more
actively traded.

OUR SUCCESS DEPENDS ON RETAINING OUR KEY PERSONNEL

Our performance depends on the continued service of our senior management.
None of our senior management is bound by an employment agreement nor do we have
key person life insurance on any of our senior management. Our success also
depends on our continuing ability to attract, hire, train and retain highly
skilled managerial, underwriting, claims, risk management, sales, marketing and
customer support personnel. In addition, new hires frequently require extensive
training before they achieve desired levels of productivity. Competition for
qualified personnel is intense, and we may fail to retain our key employees or
to attract or retain other highly qualified personnel.

RISKS RELATED TO M/G TRANSPORT

M/G Transport operates a barge chartering and freight brokerage business.
It arranges for the movement of dry bulk commodities such as petroleum coke,
ore, barite, fertilizers, sugar and other dry cargos primarily on the lower
Mississippi River and its tributaries. Such operations can be dangerous and may,
from time to time, cause damage to other vessels and other water facilities. Any
damage in excess of insurance coverage
12

could harm our operations. The release of foreign materials into the waterways
could cause damage to the environment and subject M/G Transport to remediation
costs and penalties. Any such release could harm our financial condition or
results.

SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of our common stock by the selling shareholders as of July 15, 2004,
and as adjusted to reflect the sale of the shares in this offering.

<Table>
<Caption>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BEING OWNED AFTER
OFFERING(1)(2) OFFERED OFFERING
------------------- ------------- -------------------
NAME OF SELLING SHAREHOLDER NUMBER PERCENT NUMBER PERCENT
- --------------------------- --------- ------- -------- --------

Robert W. Hayden(3)................ 1,895,449 10.2 1,500,000 395,449 2.2
Michael J. Conaton(4).............. 243,035 1.4 100,000 143,035 .09
</Table>

- ---------------

(1) Except as set forth in the footnotes to this table, the persons named in the
table have sole voting and investment power with respect to all shares shown
as beneficially owned by them.

(2) It is anticipated that one or more relatives and/or trusts affiliated with
the selling shareholders, including the Robert W. Hayden Charitable
Remainder Unitrust dated July 13, 2004 (the"RWH Unitrust"), will also be
selling common stock in this offering. The aggregate number of shares to be
sold by the selling shareholders and entities affiliated with them will not
exceed 1,600,000. Any additional selling relatives and/or trusts will be
identified in a prospectus supplement or an amendment to the registration
statement of which this prospectus is a part.

(3) Includes shares beneficially owned by Robert W. Hayden and shares
beneficially owned by his spouse, children, children's spouses and
grandchildren. Also includes trust beneficiary and limited partnership
interests of such persons, including 300,000 shares held by the RWH Unitrust
for which Mr. Hayden expressly disclaims beneficial ownership which may be
included in this offering. Does not include a total of 19,900 shares that
may be acquired upon exercise of options within 60 days of July 15, 2004 by
such persons.

(4) The 100,000 shares to be sold are held of record by the Margaret A. Conaton
Trust for which Mr. Conaton serves as sole trustee. Mr. Conaton's shares
exclude 24,900 shares that may be acquired through the exercise of options
within 60 days of July 15, 2004.

The selling shareholders are selling the shares as a result individual
estate planning activities, including the diversification of personal
investments. None of the selling shareholders has an active role in the
management of Midland other than as described below. However, Mr. Hayden has
served on Midland's Board of Directors from 1968 to the present and has served
Midland in various other capacities since 1960, including as Vice President
until 1990. Mr. Conaton has served on Midland's Board of Directors since 1969
and has served Midland in various other capacities since 1961. From April 1998
until April 2000, Mr. Conaton served as an officer of Midland in the capacity as
Vice Chairman and from 1988 until April 1998 as President of Midland.

USE OF PROCEEDS

Midland will not receive any proceeds from the sale of its shares by the
selling shareholders.

DESCRIPTION OF COMMON STOCK

The following summary of some provisions of Midland's common stock is not
complete. You should refer to Midland's Articles of Incorporation and Code of
Regulations which are incorporated by reference as

exhibits to the registration statement of which this prospectus is a part, and
applicable law for more information.

GENERAL

Midland's authorized common stock consists of 40,000,000 shares, without
par value. As of July 15, 2004, Midland had 18,767,039 shares of common stock
outstanding. Holders of Midland's common stock are entitled to one vote for each
share held of record on all matters submitted to a vote of shareholders.
Cumulative voting rights will be afforded to holders of our common stock at any
shareholders meeting held for the election of directors, if properly requested
by a shareholder. To request cumulative voting, a shareholder must give a timely
written notice to our president, a vice president or secretary that such
shareholder desires that the voting for directors at a particular meeting be
cumulative. If we give notice of the shareholders meeting at least ten days
prior to the meeting, a shareholder's notice of a desire for cumulative voting
is timely if given at least forty-eight hours before the time fixed for the
shareholders meeting. If we give notice of the meeting less than ten days in
advance, a shareholder's cumulative voting notice is timely if given within
twenty-four hours of the time fixed for the meeting. If notice is properly
given, the chairman, secretary or the requesting shareholder will announce the
availability of cumulative voting at the meeting.

Holders of Midland's common stock are entitled to share in dividends as
declared by Midland's board of directors in its discretion. In the event of
Midland's liquidation, each outstanding share of common stock entitles its
holder to participate ratably in the assets remaining after payment of
liabilities and any preferred stock liquidation preferences. Shareholders have
no preemptive or other rights to subscribe for or purchase additional shares of
any class of Midland's stock or any other securities of Midland. Midland does
not have any redemption or sinking fund provisions with regard to its common
stock. All outstanding shares of common stock are fully paid, validly issued and
non-assessable.

The vote of holders of a majority of all outstanding shares of common stock
is required to amend Midland's articles of incorporation and to approve mergers,
reorganizations, and similar transactions except as discussed below under
"Provisions Affecting Business Combinations".

PROVISIONS AFFECTING BUSINESS COMBINATIONS

Chapter 1704 of the Ohio Revised Code regulates business combinations and
other transactions involving "interested shareholders" of "issuing public
corporations." An interested shareholder under Chapter 1704 is, in general, a
person who directly or indirectly, whether alone or with others, may exercise or
direct the exercise of 10% of the voting power of the issuing public corporation
in the election of directors, after taking into account all of that person's
beneficially owned shares that are not currently outstanding. We are an issuing
public corporation under Chapter 1704. Chapter 1704 may be viewed as having an
anti-takeover effect. The statute, in general, prohibits an issuing public
corporation from entering into a Chapter 1704 Transaction with an interested
shareholder, or any entity which is or would be after the transaction an
affiliate of an interested shareholder, for at least three years following the
date on which the interested shareholder attains such 10% ownership without the
approval of the board of directors of the corporation. As a result, one
significant effect of Chapter 1704 is to cause a person or entity desiring to
become an interested shareholder to negotiate with the board of directors of a
corporation prior to becoming an interested shareholder. A Chapter 1704
Transaction is broadly defined to include, among other things, a merger or
consolidation with, a sale of substantial assets to, or the receipt of a loan,
guaranty or other financial benefit (which is not proportionately received by
all shareholders) by the interested shareholder. Following the expiration of
such three year period, a Chapter 1704 Transaction with the interested
shareholder is permitted under certain circumstances.

Also, pursuant to Section 1701.831 of the Ohio Revised Code, the purchase
of certain levels of our voting power (one-fifth or more, one-third or more, or
a majority) can be made only with the prior authorization of the holders of at
least a majority of our total voting power and the separate prior authorization
of the holders of at least a majority of the voting power held by shareholders
other than the proposed purchaser, our officers and our directors who are also
employees.

Section 1707.043 of the Ohio Revised Code provides generally that any
profit realized from the disposition of any equity securities of an Ohio
corporation by a person who, within eighteen months before the disposition made
a proposal, or publicly disclosed the intention or possibility of making a
proposal, to acquire control of the corporation, inures to and is recoverable by
the corporation. However, a corporation will have no rights to profits made by a
person who is determined by a court of competent jurisdiction to have made such
proposal or disclosure with the sole purpose of succeeding in acquiring control
of the corporation and having reasonable grounds for believing that such person
would acquire control of the corporation. In general, a corporation will also
have no rights to profits where the person was not acting with the purpose of
affecting market trading and the person's actions did not have a material effect
on the price or volume of market trading in the equity securities.

Our Code of Regulations provides that our board of directors must consist
of not less than three members and must be divided into three classes.
Currently, we have seventeen members of the board divided into three classes.
Five directors will serve until the annual meeting of 2005 and six directors
will serve until the annual meeting of 2006, and six directors will serve until
the annual meeting of 2007.

Special meetings of the shareholders may be called by our chairman,
president or vice president, a majority of our board of directors or by the
holders of at least 40% of our voting shares.

While we believe that these provisions are in our shareholders' best
interests, potential shareholders should be aware that such provisions could be
disadvantageous to them because the overall effect may be to render more
difficult the removal of incumbent directors and management or the assumption of
effective control by other persons.

Additionally, these provisions of our articles of incorporation and Ohio
law would be important in any attempted takeover of us and could operate,
depending on how utilized by the board of directors, either to discourage a
hostile takeover or to enable the board to negotiate a higher price than may be
initially proposed in any such situation.

LIABILITY OF DIRECTORS AND EXECUTIVE OFFICERS

Under Ohio law, shareholders are entitled to bring suit, generally in an
action on behalf of the corporation, to recover damages caused by breaches of
the duty of care and the duty of loyalty owed to a corporation and its
shareholders by directors and, to a certain extent, executive officers. Ohio law
has codified the traditional business judgment rule. Ohio law provides that the
business judgment presumption of good faith may only be overcome by clear and
convincing evidence, rather than the preponderance of the evidence standard
applicable in most states.

Further, Ohio law provides specific statutory authority for directors to
consider, in addition to the interests of the corporation's shareholders, other
factors such as the interests of the corporation's employees, suppliers,
creditors and customers; the economy of the state and the nation; community and
societal considerations; the long-term and short-term interests of the
corporation and the shareholders; and the possibility that these interests may
be best served by the continued independence of the corporation.

Directors of Ohio corporations are, unless the corporation's articles or
regulations otherwise provide, liable to the corporation for money damages for
actions taken or failed to be taken as a director only if it is proven by clear
and convincing evidence that the act or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to the corporation or
reckless disregard for the best interests of the corporation.

Our Code of Regulations provides that we will indemnify directors and
officers to the fullest extent provided by applicable Ohio law as currently
exists or may be broadened by amendment. In addition, our Code of Regulations
provides that in certain circumstances, we will advance to officers and
directors, funds for expenses, liabilities and loss actually and reasonably
incurred or suffered in connection with defending pending or threatened suits.

PLAN OF DISTRIBUTION

The selling shareholders may sell the securities through underwriters or
dealers, directly to one or more purchasers, through agents, through remarketing
firms, through direct sales or auctions performed by using the internet or a
bidding or ordering system, or through a combination of these methods. The
prospectus supplement will include the names of underwriters, dealers, agents or
remarketing firms that we or the selling shareholders retain. The prospectus
supplement also will include the purchase price of the securities, each selling
shareholder's proceeds from the sale, any underwriting discounts or commissions
and other items constituting underwriters' compensation, and any securities
exchanges on which the securities may be listed.

In some cases, the selling shareholders may also repurchase the securities
and reoffer them to the public by one or more of the methods described above.
This prospectus may be used in connection with any offering of securities
through any of these methods or other methods described in the applicable
prospectus supplement.

The securities the selling shareholders distribute by any of these methods
may be sold to the public, in one or more transactions, either:

- at a fixed price or prices, which may be changed;

- at market prices prevailing at the time of sale;

- at prices related to prevailing market prices; or

- at negotiated prices.

The selling shareholders may solicit offers to purchase securities directly
from the public from time to time. They may also designate agents from time to
time to solicit offers to purchase securities from the public on their behalf.
The prospectus supplement relating to any particular offering of securities will
name any agents designated to solicit offers, and will include information about
any commissions the selling shareholders may pay the agents, in that offering.
Agents may be deemed to be "underwriters" as that term is defined in the
Securities Act.

As one of the means of direct issuance of offered securities, the selling
shareholders may utilize the services of an entity through which it may conduct
an electronic "dutch auction" or similar offering of the offered securities
among potential purchasers who are eligible to participate in the auction or
offering of such offered securities, if so described in the applicable
prospectus supplement.

In connection with the sale of securities, underwriters may receive
compensation from the selling shareholders or from purchasers of the securities,
for whom they may act as agents, in the form of discounts, concessions or
commissions. Underwriters may sell the securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of the securities may be deemed to be underwriters, and any
discounts or commissions they receive from us or the trusts, and any profit on
the resale of the securities they realize may be deemed to be underwriting
discounts and commissions under the Securities Act. Any such underwriter, dealer
or agent will be identified, and any such compensation received will be
described, in the applicable prospectus supplement.

We may elect to list any of the other securities on an exchange, but are
not obligated to do so. It is possible that one or more underwriters may make a
market in a series of the securities, but will not be obligated to do so and may
discontinue any market making at any time without notice. Therefore, no
assurance can be given as to the liquidity of the trading market for the
securities.

If dealers are utilized in the sale of the securities, the selling
shareholders will sell the securities to the dealers as principals. The dealers
may then resell the securities to the public at varying prices to be determined
by such dealers at the time of resale. The names of the dealers and the terms of
the transaction will be set forth in the applicable prospectus supplement.

The selling shareholders may enter into agreements with underwriters,
dealers and agents who participate in the distribution of the securities which
may entitle these persons to indemnification by the selling shareholders against
certain liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which such underwriters, dealers or agents
may be required to make in respect thereof. Any agreement in which the selling
shareholders agree to indemnify underwriters, dealers and agents against civil
liabilities will be described in the applicable prospectus supplement.

In connection with an offering, the underwriters may purchase and sell
securities in the open market. In a firm commitment underwriting (as opposed to
an "at-the-market" offering), these transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
securities than they are required to purchase in an offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the securities while an
offering is in progress.

The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the underwriters have repurchased securities
sold by or for the account of that underwriter in stabilizing or short-covering
transactions.

These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the securities. As a result, the price of the
securities may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on an exchange or
automated quotation system, if the securities are listed on that exchange or
admitted for trading on that automated quotation system, or in the
over-the-counter market or otherwise.

Neither we nor the selling shareholders has authorized any dealer,
salesperson or other person to give any information or represent anything not
contained in this prospectus. You must not rely on any unauthorized information.
This prospectus does not offer to sell or buy any securities in any jurisdiction
where it is unlawful.

Underwriters, dealers and agents may engage in transactions with or perform
services for us or the selling shareholders, or be customers of ours or the
selling shareholders, in the ordinary course of business.

LEGAL MATTERS

Certain legal matters in connection with the offering will be passed upon
for us by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio.

EXPERTS

The consolidated financial statements and the related consolidated
financial statement schedules incorporated in this prospectus by reference from
our Annual Report on Form 10-K for the year ended December 31, 2003 have been
audited by Deloitte & Touche LLP, independent registered public accounting firm,
as stated in its reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

[This Page Intentionally Left Blank]

1,350,000 SHARES

[THE MIDLAND COMPANY LOGO]

THE MIDLAND COMPANY

COMMON STOCK

------------------------------------------------------------

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED JULY 19, 2004)

------------------------------------------------------------

KEYBANC CAPITAL MARKETS
---------------------
COCHRAN, CARONIA & CO.

NOVEMBER 18, 2004