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) January 27, 2005


                     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)


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 January 27,  2005,  Old  Republic  International  Corporation  announced  the
results of its  operations  and its  financial  condition  for the quarter ended
December 31, 2004. 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 January 27, 2005.








                                   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: January 27, 2005                 By:/s/ A.C. Zucaro
                                           -----------------------------------
                                           A.C. Zucaro
                                           Chairman and Chief Executive Officer






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


         Exhibits

99.1     Earnings Release dated January 27, 2005.