Washington, DC 20549

                                    FORM 8-K

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

        Date of Report: (Date of earliest event reported) April 28, 2005

             (Exact name of registrant as specified in its charter)

         Delaware                       001-10607                36-2678171
----------------------------          -------------          ------------------
(State or other jurisdiction          (Commission            (I.R.S. Employer
of incorporation)                     File Number)           Identification No.)

               307 North Michigan Avenue, Chicago, Illinois 60601
               (Address of principal executive offices) (Zip Code)

                                 (312) 346-8100
              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 140.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On April 28, 2005, Old Republic International  Corporation announced the results
of its  operations  and its financial  condition for the quarter ended March 31,
2005. The full text of the earnings release is included as Exhibit 99.1 hereto.

Item 9.01.  Financial Statements and Exhibits
            (c) Exhibits

            99.1  Earnings Release dated April 28, 2005.


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                         OLD REPUBLIC INTERNATIONAL CORPORATION

Date: April 28, 2005                     By: /s/ Karl W. Mueller
                                                 Karl W. Mueller
                                                 Senior Vice President and
                                                 Chief Financial Officer

                                INDEX TO EXHIBITS


99.1     Earnings Release dated April 28, 2005.