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) May 31, 2006

             (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 1.01 Entry into a Material Definitive Agreement.

At  the  annual  meeting  of the  shareholders  of  Old  Republic  International
Corporation  (the "Company")  on May 26,  2006,  the  shareholders  approved the
Company's  2006 Incentive  Compensation  Plan (the "Plan"),  a copy of which was
attached to the Company's Proxy Statement dated March 31, 2006. The Compensation
Committee of the Company's  Board of Directors had approved the Plan on February
23, 2006,  for proposal to the Company's  shareholders.  At its meeting on March
17, 2006, the Compensation  Committee  granted  conditional  stock option awards
under the proposed Plan,  subject to the  shareholders'  approval of the Plan at
their annual  meeting.  Options on 980,500 shares of the Company's  common stock
were  conditionally  awarded to 32  employees,  including  the  Company's  Chief
Executive  Officer,  its Chief Financial  Officer and the four other most highly
compensated executive officers who received a total of 529,000, as stated in the
Company's  Proxy  Statement.  With the  shareholders'  approval of the Plan, the
option  awards  became  effective,  with an exercise  price of $21.48 per share,
which was the Company's composite  transactions closing price for trading on the
New York Stock Exchange on May 25, 2006.

Item 9.01 Financial Statements and Exhibits.


          99.1. Old   Republic   International    Corporation   2006   Incentive
                Compensation Plan

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: May 31, 2006                   By: /s/ Karl W. Mueller
                                         Karl W. Mueller
                                         Senior Vice President
                                         and Chief Financial Officer

                                INDEX TO EXHIBITS


99.1     Old Republic International Corporation 2006 Incentive Compensation Plan