Statement of Changes of Beneficial Ownership

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* BROWN JOSEPH W	2. Issuer Name and Ticker or Trading Symbol MBIA INC [ MBI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chairman and CEO
(Last) (First) (Middle) C/O MBIA INC., 113 KING STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/18/2009
(Street) ARMONK, NY 10504 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/18/2009		A		1291990 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	$3.87	4128446	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	The restricted stock was awarded to Mr. Brown when he rejoined the Company in 2008 to become effective on February 18, 2009 subject to shareholder approval at annual shareholder meeting on May 1, 2008 and to his continued employment on such date, which conditions have been satisfied. The number of restricted shares granted was determined by dividing the amount of $5,000,000 by the average market value per share for the 20 trading days immediately preceding February 18, 2009.
( 2)	The restricted stock will vest fully if on or before February 18, 2013, the Company's average closing share price over any 20 consecutive trading days is at least $40 per share. In addition, a portion of the restricted stock vests upon a change of control (based on the share price immediately prior to the change of control) or retirement or February 18, 2013 (based on the average share price for the previous 20 trading days), where (1) none of the restricted stock vests if the price is less than an amount equal to the larger of $16.20 and $3.87, the 20-day average price used to determine the number of shares for the restricted stock grant, (2) 20% vests if the price is $20.96, (3) 40% vests if the price is $25.72, (4) 60% vests if the price is $30.48, (5) 80% vests if the price is $35.24, and (6) all of the restricted stock vests if the price is $40 or more, with interpolated vesting if the price is between such points.
( 3)	Any restricted stock that remains unvested after voluntary termination (other than retirement), termination for cause, or February 18, 2013 shall be forfeited. Restricted stock may not be disposed of until the later of February 18, 2013 and one year after termination of employment.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROWN JOSEPH W C/O MBIA INC. 113 KING STREET ARMONK, NY 10504	X		Chairman and CEO

Signatures
/s/Leonard I. Chubinsky, Attorney-in-Fact		2/18/2009
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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