UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2008

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-9583

MBIA INC.

(Exact name of registrant as specified in its charter)

Connecticut	06-1185706
(State of Incorporation)	(I.R.S. Employer Identification No.)

113 King Street, Armonk, New York	10504
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (914) 273-4545

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of May 5, 2008, 273,382,066 shares of Common Stock, par value $1 per share, were outstanding.

INDEX

		PAGE
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited) MBIA Inc. and Subsidiaries
	Consolidated Balance Sheets - March 31, 2008 and December 31, 2007	3
	Consolidated Statements of Operations - Three months ended March 31, 2008 and 2007	4
	Consolidated Statement of Changes in Shareholders’ Equity - Three months ended March 31, 2008	5
	Consolidated Statements of Cash Flows - Three months ended March 31, 2008 and 2007	6
	Notes to Consolidated Financial Statements	7-29
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30-77
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	78
Item 4.	Controls and Procedures	78
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	78-79
Item 1A.	Risk Factors	79
Item 1B.	Unresolved Staff Comments	79
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	79-80
Item 3.	Defaults Upon Senior Securities	80
Item 4.	Submission of Matters to a Vote of Security Holders	80-81
Item 5.	Other Information	81
Item 6.	Exhibits	82
SIGNATURES		83

MBIA INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands except per share amounts)

	March 31, 2008			December 31, 2007
Assets
Investments:
Fixed-maturity securities held as available-for-sale, at fair value (amortized cost $29,873,383 and $30,199,471) (includes hybrid financial instruments at fair value of $346,477 and $596,537)	$	28,407,120		$	29,589,098
Investments held-to-maturity, at amortized cost (fair value $4,514,780 and $5,036,465)		4,544,549			5,053,987
Investments pledged as collateral, at fair value (amortized cost $1,145,845 and $1,243,245)(2008 includes hybrid financial instruments of $9,490)		1,085,245			1,227,153
Short-term investments, at amortized cost (which approximates fair value)		7,082,189			5,464,708
Other investments		664,749			730,711
Total investments		41,783,852			42,065,657
Cash and cash equivalents		290,287			263,732
Accrued investment income		576,207			590,060
Deferred acquisition costs		442,012			472,516
Prepaid reinsurance premiums		312,142			318,740
Reinsurance recoverable on unpaid losses		107,783			82,041
Goodwill		79,406			79,406
Property and equipment, at cost (less accumulated depreciation of $135,509 and $132,930)		103,007			104,036
Receivable for investments sold		449,364			111,130
Derivative assets		2,323,098			1,722,696
Current income taxes		—			142,763
Deferred income taxes, net		2,873,131			1,173,658
Other assets		346,436			288,639
Total assets	$	49,686,725		$	47,415,074
Liabilities and Shareholders’ Equity
Liabilities:
Deferred premium revenue	$	3,045,903		$	3,107,833
Loss and loss adjustment expense reserves		1,542,378			1,346,423
Investment agreements		15,998,310			16,107,909
Commercial paper		362,478			850,315
Medium-term notes (includes hybrid financial instruments at fair value of $354,097 and $399,061)		11,353,744			12,830,777
Variable interest entity floating rate notes		1,353,045			1,355,792
Securities sold under agreements to repurchase		1,019,155			1,163,899
Short-term debt		7,158			13,383
Long-term debt		2,247,140			1,225,280
Current income taxes		33,583			—
Deferred fee revenue		15,115			15,059
Payable for investments purchased		504,916			41,359
Derivative liabilities		9,134,441			5,037,112
Other liabilities		1,009,185			664,128
Total liabilities		47,626,551			43,759,269
Commitments and contingencies (See Note 10)
Shareholders’ Equity:
Preferred stock, par value $1 per share; authorized shares—10,000,000; issued and outstanding—none		—			—
Common stock, par value $1 per share; authorized shares—400,000,000; issued shares — 271,755,013 and 160,244,614		271,755			160,245
Additional paid-in capital		3,082,349			1,649,511
Retained earnings		1,895,148			4,301,880
Accumulated other comprehensive loss, net of deferred income tax of ($678,624) and ($275,291)		(1,224,136	)		(490,829	)
Treasury stock, at cost — 34,897,262 and 34,872,515 shares		(1,964,942	)		(1,965,002	)
Total shareholders’ equity		2,060,174			3,655,805
Total liabilities and shareholders’ equity	$	49,686,725		$	47,415,074

The accompanying notes are an integral part of the consolidated financial statements.

(3)

MBIA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands except per share amounts)

	Three months ended March 31
	2008			2007
Gross premiums written	$	114,711		$	188,174
Ceded premiums		(17,450	)		(16,872	)
Net premiums written		97,261			171,302
Revenues:
Scheduled premiums earned	$	147,520		$	146,599
Refunding premiums earned		7,795			39,592
Premiums earned (net of ceded premiums of $25,421 and $32,159)		155,315			186,191
Net investment income		514,904			510,949
Fees and reimbursements		7,453			20,057
Realized gains and other settlements on insured derivatives		33,758			21,152
Unrealized losses on insured derivatives		(3,577,103	)		(1,792	)
Net change in fair value of insured derivatives		(3,543,345	)		19,360
Net realized gains (losses)		(167,009	)		13,902
Net gains (losses) on financial instruments at fair value and foreign exchange		76,562			(23,917	)
Insurance recoveries		—			3,400
Total revenues		(2,956,120	)		729,942
Expenses:
Losses and loss adjustment		287,608			20,484
Amortization of deferred acquisition costs		15,552			16,629
Operating		63,487			60,711
Interest expense		377,070			355,077
Total expenses		743,717			452,901
Income (loss) before income taxes		(3,699,837	)		277,041
Provision (benefit) for income taxes		(1,293,105	)		78,430
Net income (loss)	$	(2,406,732	)	$	198,611
Net income (loss) per common share:
Basic	$	(13.03	)	$	1.50
Diluted	$	(13.03	)	$	1.46
Weighted-average number of common shares outstanding:
Basic		184,708,960			131,972,954
Diluted		184,708,960			136,090,503

The accompanying notes are an integral part of the consolidated financial statements.

(4)

MBIA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

For the three months ended March 31, 2008

(In thousands)

				Additional Paid-in Capital														Total Shareholders’
	Common Stock						Retained			Accumulated Other Comprehensive			Treasury Stock
	Shares	Amount					Earnings			Income (Loss)			Shares		Amount			Equity
Balance, January 1, 2008	160,245	$	160,245	$	1,649,511		$	4,301,880		$	(490,829	)	(34,873	)	$	(1,965,002	)	$	3,655,805
Comprehensive loss:
Net loss	—		—		—			(2,406,732	)		—		—			—			(2,406,732	)
Other comprehensive loss:
Change in unrealized depreciation of investments net of change in deferred income taxes of $(296,700)	—		—		—			—			(542,193	)	—			—			(542,193	)
Change in fair value of derivative instruments net of change in deferred income taxes of $(108,850)	—		—		—			—			(202,151	)	—			—			(202,151	)
Change in foreign currency translation net of change in deferred income taxes of $2,217	—		—		—			—			11,037		—			—			11,037
Other comprehensive loss																			(733,307	)
Total comprehensive loss																			(3,140,039	)
Issuance of common stock	110,779		110,779		1,448,908			—			—		—			—			1,559,687
Share-based compensation net of change in deferred income taxes of $(2,948)	731		731		(16,070	)		—			—		(24	)		60			(15,279	)
Balance, March 31, 2008	271,755	$	271,755	$	3,082,349		$	1,895,148		$	(1,224,136	)	(34,897	)	$	(1,964,942	)	$	2,060,174

	2008
Disclosure of reclassification amount:
Change in unrealized depreciation of investments arising during the period, net of taxes	$	(575,596	)
Reclassification adjustment, net of taxes		33,403
Change in net unrealized depreciation, net of taxes	$	(542,193	)

The accompanying notes are an integral part of the consolidated financial statements.

(5)

MBIA INC. AND SUBSIDIARIES

CONSOLIDATED STATEM