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                                                          SEC File Number
                                                           CUSIP Number

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                  (Check One):

[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR

For Period Ended: December 31, 2004

         [  ] Transition Report on Form 10-K
         [  ] Transition Report on Form 20-F
         [  ] Transition Report on Form 11-K
         [  ] Transition Report on Form 10-Q
         [  ] Transition Report on Form N-SAR

         For the Transition Period Ended:           


     Read attached  instruction  sheet before  preparing  form.  Please print or

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:
                                                 Items  8,  9A

PART 1 - Registrant Information

Full name of Registrant:   Old Republic International Corporation

Former Name if applicable: N/A

Address of Principal Executive Office:

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                                      307 North Michigan Avenue 
                                      Street and Number

                                      Chicago, Illinois 60601         
                                      City, State, and Zip Code

PART II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     (a)      the reasons  described  in  reasonable  detail in Part III
     of this form could not be eliminated without unreasonable effort or

[X]  (b)       The subject annual report, semi-annual report, transition 
     report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,  
     or  portion  thereof,  will  be  filed  on or  before the fifteenth 
     calendar day  following the  prescribed  due  date; or  the subject 
     quarterly  report  or  transition  report  on Form 10-Q, or portion 
     thereof, will  be filed on  or before  the fifth calendar following
     the prescribed due date; and

     (c)       The  accountant's statement or  other exhibit required by
     Rule 12b-25(c) has been attached if applicable.

PART III - Narrative

State below in reasonable  detail the reasons why Forms 10-K, 20-F,  11-K, 10-Q,
N-SAR,  N-CSR, or the transition  report or portion thereof,  could not be filed
within the prescribed time period.

     The  registrant has been unable to complete its Form 10-K annual report for
the year ended  December  31, 2004 by the  prescribed  filing  deadline  without
unreasonable  effort and expense because of limited  internal  resources and the
limited amount of time that the registrant and its independent registered public
accounting  firm  have  had to  complete  their  review  and  assessment  of the
registrant's internal control over financial reporting.

PART IV - Other Information

     (1)    Name  and  telephone  number of person to  contact in regard to this

           Karl W. Mueller            (312)             762-4229       
                Name               (Area Code)     (Telephone Number)

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     (2)    Have all other periodic  reports  required under Section 13 or 15(d)
     of the  Securities  Exchange  Act of 1934 or Section  30 of the  Investment
     Company  Act of 1940  during the  preceding  12 months or for such  shorter
     period that the  registrant was required to file such report(s) been filed?
     If the answer is no, identify report(s).

[X] Yes  [ ] No

     (3)    Is  it  anticipated  that  any  significant  change  in  results  of
     operations from the  corresponding  period for the last fiscal year will be
     reflected by the earnings statement to be included in the subject report or
     portion thereof?

[ ] Yes  [X] No

            If so: attach  an  explanation  of  the  anticipated   change,  both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

                     Old Republic International Corporation
                  (Name of Registrant as Specified In Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date: March 15, 2005                By:  /s/ Karl W. Mueller          
      --------------                    ------------------------
                                        Karl. W. Mueller, 
                                        Senior Vice President and
                                        Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.