UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 1)*

PMI GROUP, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

69344M101
(CUSIP Number)

December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)


* The remainder of this cover page shall be filled out for a reporting person=s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 69344M101
 ----------

1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
 (Entities only):

 LEON G. COOPERMAN
-------------------------------------------------------------------------

2. Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) [_]
 (b) [X]
-------------------------------------------------------------------------

3. SEC Use Only
-------------------------------------------------------------------------

4. Citizenship or Place of Organization: UNITED STATES
-------------------------------------------------------------------------

Number of 5. Sole Voting Power: 4,958,208*
Shares Bene-
ficially 6. Shared Voting Power: 3,541,280*
Owned by
Each Report- 7. Sole Dispositive Power: 4,958,208*
ing Person
With 8. Shared Dispositive Power: 3,541,280*

* This includes Shares that are deemed owned by virtue of the Issuer's DEBT
 that is convertible into Shares.
-------------------------------------------------------------------------

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

 8,499,488*
* This includes Shares that are deemed owned by virtue of the Issuer's DEBT
 that is convertible into Shares.
-------------------------------------------------------------------------

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_]
-------------------------------------------------------------------------

11. Percent of Class Represented by Amount in Row (9): 5.3%*

* The beneficial ownership percentage set forth herein has been calculated
 based on 161,167,542 Shares outstanding on October 29, 2010, as reported on
 the Issuer's Form 10-Q for the quarter ending September 30, 2010, plus
 573,888 Shares that would be outstanding if the Issuer's DEBT deemed owned
 by the Reporting Person was converted into common shares.
-------------------------------------------------------------------------

12. Type of Reporting Person: IN
-------------------------------------------------------------------------

 2


CUSIP No. 69344M101
 ----------


Item 1(a) Name of Issuer:

 PMI GROUP, INC. (the "Issuer").

Item 1(b) Address of the Issuer's Principal Executive Offices:

 3003 Oak Road
 Walnut Creek CA 94597


Item 2(a) Name of Person Filing:

 This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman").

 Mr. Cooperman is the Managing Member of Omega Associates, L.L.C.
("Associates"), a limited liability company organized under the laws of the
State of Delaware. Associates is a private investment firm formed to invest in
and act as general partner of investment partnerships or similar investment
vehicles. Associates is the general partner of limited partnerships organized
under the laws of Delaware known as Omega Capital Partners, L.P. ("Capital LP"),
Omega Capital Investors, L.P.("Investors LP"), and Omega Equity Investors, L.P.
("Equity LP"). These entities are private investment firms engaged in the
purchase and sale of securities for investment for their own accounts.

 Mr. Cooperman is the President, CEO, and majority stockholder of Omega
Advisors, Inc. ("Advisors"), a Delaware corporation, engaged in investing for
its own account and providing investment management services, and Mr. Cooperman
is deemed to control said entity.

 Advisors serves as the investment manager to Omega Overseas Partners, Ltd.
("Overseas"), a Cayman Island exempted company, with a business address at
British American Tower, Third Floor, Jennrett Street, Georgetown, Grand Cayman
Island, British West Indies. Mr. Cooperman has investment discretion over
portfolio investments of Overseas and is deemed to control such investments.

 Advisors serves as a discretionary investment advisor to a limited number
of institutional clients (the "Managed Accounts"). As to the Shares owned by the
Managed Accounts, there would be shared power to dispose or to direct the
disposition of such Shares because the owners of the Managed Accounts may be
deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as
a result of their right to terminate the discretionary account within a period
of 60 days.

 Mr. Cooperman is the ultimate controlling person of Associates, Capital LP,
Investors LP, Equity LP, Overseas, and Advisors.


Item 2(b) Address of Principal Business Office or, if None, Residence:

 The address of the principal business office of Mr. Cooperman is 2700 No.
Military Trail, Suite 230, Boca Raton FL 33431 and the principal business office
of each Capital LP, Equity LP, Investors LP, Overseas, and Advisors is 88 Pine
Street, Wall Street Plaza - 31st Floor, New York, NY 10005.

 3


CUSIP No. 69344M101
 ----------


Item 2(c) Citizenship: Mr. Cooperman is a United States citizen;

Item 2(d) Title of Class of Securities: Common Stock (the "Shares")

Item 2(e) CUSIP Number: 69344M101


Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
 240.13d-2(b) or (c):

 This Item 3 is not applicable.


Item 4. Ownership:

Item 4(a)(b) Amount Beneficially Owned and Percent of Class:

 Mr. Cooperman may be deemed the beneficial owner of 8,499,488* Shares which
constitutes approximately 5.3% of the total number of Shares outstanding, and
those figures include the Shares that would be issued upon conversion of the
Issuer's DEBT.

 This consists of 2,061,237 Shares* owned by Capital LP; 721,254 Shares*
owned by Equity LP; 468,303* Shares owned by Investors LP; 1,707,414* Shares
owned by Overseas; and 3,541,280* Shares owned by the Managed Accounts.

* This includes Shares that are deemed owned by virtue of the Issuer's DEBT
 that is convertible into Shares.


Item 4(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 4,958,208
(ii) Shared power to vote or to direct the vote: 3,540,780
(iii) Sole power to dispose or to direct the disposition of: 4,958,208
(iv) Shared power to dispose or to direct the disposition of: 3,540,780


Item 5. Ownership of Five Percent or Less of a Class:

 This Item 5 is not applicable.


Item 6. Ownership of More than Five Percent on Behalf of Another Person:

 This Item 6 is not applicable.

 4


CUSIP No. 69344M101
 ----------


Item 7. Identification and Classification of the Subsidiary Which Acquired the
 Security Being Reported on by the Parent Holding Company:

 This Item 7 is not applicable.


Item 8. Identification and Classification of Members of the Group:

 This Item 8 is not applicable.


Item 9. Notice of Dissolution of Group:

 This Item 9 is not applicable.


Item 10. Certification:

 By signing below the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the Issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.


 SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

DATED: February 7, 2011 as of December 31, 2010

LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Capital Investors, L.P.,
Omega Equity Investors, L.P.,
Omega Overseas Partners, Ltd., and
as President of Omega Advisors, Inc.

By /s/ ALAN M. STARK
 ------------------
 Alan M. Stark

 Attorney-in-Fact
Power of Attorney on file

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).


 5

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