UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              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 27, 2004



                     OLD REPUBLIC INTERNATIONAL CORPORATION
             -------------------------------------------------------
             (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)



                                       N/A
          ------------------------------------------------------------
          (Former name or former address, if changed since last report)





Item 12.  Results of  Operations and Financial Condition
--------------------------------------------------------

On April 27, 2004, Old Republic International  Corporation announced the results
of its  operations  and its financial  condition for the quarter ended March 31,
2004. The full text of the earnings release is included as Exhibit 99.1 hereto.



         Exhibits
         --------
99.1     Earnings Release dated April 27, 2004.






                                   SIGNATURES

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
                                         Registrant



     Date: April 27, 2004                By:   /s/ John S. Adams
                                            -----------------------------------
                                            Senior Vice President
                                            and Chief Financial Officer





                                INDEX TO EXHIBITS
                                -----------------


         Exhibits

99.1     Earnings Release dated April 27, 2004.