Registration No.



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                      ------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                     OLD REPUBLIC INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                              36-2678171
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                    (Address of Principal Executive Offices)

                     OLD REPUBLIC INTERNATIONAL CORPORATION
                        2006 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)
                     ---------------------------------------

                                Spencer LeRoy III
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                     (Name and address of agent for service)

                                 (312) 346-8100
          (Telephone number, including area code, of agent for service)
                     ---------------------------------------

                                    copy to:
                                William J. Dasso
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                             Telephone: 312-762-4279
                                FAX: 312-346-6397
                         E-mail: wdasso@oldrepublic.com


<PAGE>


                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

Title of        Amount           Proposed       Proposed          Amount
Securities      to be            Maximum        Maximum           of
to be           Registered       Offering       Aggregate         Registration
Registered      (1)              Price Per      Offering          Fee
                                 Share (2)      Price (2)
--------------------------------------------------------------------------------

Common
Stock, par      20,686,127       $   20.20      $417,859,765      $44,710.99
value $1.00
per share

--------------------------------------------------------------------------------

     (1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
          number of shares of the  issuer's  Common Stock  registered  hereunder
          will be  adjusted in the event of stock  splits,  stock  dividends  or
          similar transactions.

     (2)  Estimated  solely for the purpose of computing  the  registration  fee
          based upon the  closing  price of the Common  Stock as reported by the
          New York Stock Exchange on June 14, 2006.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
         ---------------------------------------

     The following  documents  filed by Old Republic  International  Corporation
(the  "Company") or the Old Republic  International  Corporation  2006 Incentive
Compensation  Plan (the "Plan") with the Securities and Exchange  Commission are
incorporated herein by reference:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2005 (including  those portions of the Company's  definitive proxy statement for
the Annual Meeting of Shareholders  held on May 26, 2006, which are incorporated
by reference in such Annual Report on Form 10-K).

     2. The  Company's  Amendment  to its Annual  Report on Form 10-K filed as a
Form 10-K/A on April 12, 2006.

     3. The Company's  Quarterly Report on Form 10-Q for the quarter ended March
31, 2006.

     4. The Company's Reports filed on Form 8-K on April 28, 2006, May 17, 2006,
May 15, 2006 and June 1, 2006, as amended.

     5.  The  description  of  the  Company's  capital  stock  contained  in the
Company's  Registration  Statement  on Form S-3  filed  on  December  24,  1997,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

All documents filed by the Company or the Plan pursuant to Section 13(a), 13(c),
14 or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  after  the
effective  date of this  Registration  Statement  and  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

     The  validity  of the shares of Common  Stock and  participating  interests
offered under the Plan has been passed upon by William J. Dasso,  Counsel of the
Company.  As of June 14, 2006, Mr. Dasso owned stock and had options to purchase
stock granted under the Corporation's Employee Stock Plan, which are exercisable
within 60 days, which in the aggregate  represents less than 1/10th of 1% of the
Corporation's Common Stock.

<PAGE>

Item. 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
         -----------------------------------------

     Section 145 of the Delaware  General  Corporation  Law contains  provisions
under which  corporations  organized  thereunder  are  permitted  or required in
certain  circumstances  to  indemnify  directors,  officers  and others  against
certain   liabilities  and  permitted  to  maintain   insurance  to  cover  such
liabilities and  liabilities  against which such  corporations  may not directly
indemnify  such  persons.  Article  Thirteenth  of the Restated  Certificate  of
Incorporation of the registrant  grants  indemnification  to such persons to the
extent  permitted by Delaware law and authorizes the purchase of such insurance.
Pursuant to the  foregoing  provisions,  the  registrant  maintains  policies of
insurance for its directors and certain of its officers.

     Article  Seventeenth of the Restated  Certificate of  Incorporation  of the
registrant  eliminates the liability of the registrant's  directors for monetary
damages  for  breach of  fiduciary  duty as a director  except  where a director
breaches his duty of loyalty to the  registrant and its  stockholders,  fails to
act in good faith or engages in intentional misconduct or a knowing violation of
law,  authorizes the payment of a dividend or stock  repurchase which is illegal
under Section 174 of the Delaware General Corporation Law or obtains an improper
personal benefit.

     In  addition,  the  registrant  has entered or will enter into an Indemnity
Agreement with each of its directors and certain officers.  Under the provisions
of the Indemnity  Agreement,  the registrant  agrees with some  limitations,  to
indemnify  directors  and  officers  against  all  expenses  of  investigations,
judicial or administrative  proceedings or appeals, whether threatened,  pending
or completed,  amounts paid in settlement,  attorneys'  fees and, in third party
proceedings,  judgments  and fines,  actually  and  reasonably  incurred  in the
defense or settlement of a civil,  criminal or administrative  proceeding if the
officer or director  acted in good faith in a manner which he believed to be in,
or not opposed to, the best interests of the registrant.

Item 8.  EXHIBITS
         --------

   4      Instruments  defining  the  rights  of  security  holders,   including
          indentures.

   (A)    *Amended  and  Restated  Rights  Agreement  dated  as of May 15,  1997
          between Old Republic International Corporation and First Chicago Trust
          Company  of New York  (now  called  Computershare  Trust  Co.,  Inc.),
          (Exhibit 4.1 to Registrant's Form 8-K filed May 30, 1997).

   (B)    *Amendment  to  furnish  certain  long  term debt  instruments  to the
          Securities & Exchange  Commission upon request (Exhibit 4(D) on Form 8
          dated August 28, 1987).

<PAGE>

   (C)    *Form of  Indenture  dated as of August 15, 1992  between Old Republic
          International  Corporation  and Wilmington  Trust Company,  as Trustee
          (Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993).

   (D)    *Supplemental  Indenture No. 1 dated as of June 16, 1997 supplementing
          the  Indenture  (Exhibit 4.3 to  Registrant's  Form 8-A filed June 16,
          1997).

   (E)    *Supplemental   Indenture   No.  2  dated  as  of  December  31,  1997
          supplementing  the  Indenture.  (Exhibit 4(G) to  registrant's  Annual
          Report on Form 10-K for 1997).

   5(A)   Opinion of William J. Dasso as to the validity of the securities being
          registered.

  10      The Old Republic International Corporation 2006 Incentive Compensation
          Plan.

  23(a)   Consent of PricewaterhouseCoopers LLP, independent accountants.

  23(b)   Consent of William J. Dasso (included as part of Exhibit 5).

  24      Powers of Attorney.








------------
  * Exhibit incorporated herein by reference.

<PAGE>

Item 9.  UNDERTAKINGS
         ------------

     The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

         (i)   To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

         (ii)  To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement;

         (iii) To include any material  information with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

               Provided, however,   that  paragraphs (1)(i) and (1)(ii)  do  not
               apply if the  registration  statement is on Form S-3 or Form S-8,
               and the  information required  to be included in a post-effective
               amendment  by those paragraphs  is contained in  periodic reports
               filed by the registrant pursuant to section 13 or  section  15(d)
               of the Securities  Exchange Act of  1934  that  are  incorporated
               by reference in the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

<PAGE>

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the provisions described in Item 6 above, or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                   SIGNATURES



     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Chicago, State of Illinois on June 15, 2006.


                                         OLD REPUBLIC INTERNATIONAL CORPORATION



                                            By       /s/ A. C. Zucaro
                                              ---------------------------------
                                              A.C. Zucaro, Chairman and Chief
                                                  Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the 15th day of June, 2006.


         Signature                                      Title
         ---------                                      -----

/s/ A. C. Zucaro
-----------------------------          Director, Chairman of the Board and Chief
A. C. Zucaro                           Executive Officer


/s/ Karl W. Mueller
-----------------------------          Senior Vice President and Chief Financial
Karl W. Mueller                        Officer


/s/ Harrington Bischof
-----------------------------          Director
Harrington Bischof*


/s/ Jimmy A. Dew
-----------------------------          Director and Sales Group Manager and Vice
Jimmy A. Dew*                          Chairman of  Republic Mortgage  Insurance
                                       Company


/s/ John A. Dixon
-----------------------------          Director
John A. Dixon*

<PAGE>


/s/ Peter Lardner
-----------------------------          Director
Peter Lardner*


/s/ Wilbut S. Legg
-----------------------------          Director
Wilbur S. Legg*


/s/ John W. Popp
-----------------------------          Director
John W. Popp*


/s/ William A. Simpson
-----------------------------          Director and Chairman of Republic
William A. Simpson                     Mortgage Insurance Company


/s/ Arnold L. Steiner
-----------------------------          Director
Arnold L. Steiner*


/s/ Fredricka Taubitz
-----------------------------          Director
Fredricka Taubitz*


/s/ Charles F. Titterton
-----------------------------          Director
Charles F. Titterton*


/s/ Dennis P. Van Mieghem
-----------------------------          Director
Dennis P. Van Mieghem*


/s/ Steven R. Walker
-----------------------------          Director
Steven R. Walker*



*By:  /s/ A. C. Zucaro
    --------------------------------------
     A. C. Zucaro, Attorney-In-Fact
     Pursuant to a Power of Attorney
     dated June 5, 2006


<PAGE>

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

Exhibit
  No.                                 Description
-------                               -----------

   4     Instruments  defining  the  rights  of  security  holders,   including
         indentures.

   (A)   *Amended  and  Restated  Rights  Agreement  dated  as  of May 15,  1997
          between Old Republic International Corporation and First Chicago Trust
          Company  of New York  (now  called  Computershare  Trust  Co.,  Inc.),
          (Exhibit 4.1 to Registrant's Form 8-K filed May 30, 1997).

   (B)   *Amendment  to  furnish  certain  long  term debt  instruments  to  the
          Securities & Exchange  Commission upon request (Exhibit 4(D) on Form 8
          dated August 28, 1987).

   (C)   *Form of  Indenture  dated as of August 15, 1992  between Old  Republic
          International  Corporation  and Wilmington  Trust Company,  as Trustee
          (Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993).

   (D)   *Supplemental  Indenture No. 1 dated as of June 16, 1997  supplementing
          the  Indenture  (Exhibit 4.3 to  Registrant's  Form 8-A filed June 16,
          1997).

   (E)   *Supplemental   Indenture   No.  2  dated   as  of  December  31,  1997
          supplementing  the  Indenture.  (Exhibit 4(G) to  registrant's  Annual
          Report on Form 10-K for 1997).

   5(A)   Opinion of William J. Dasso as to the validity of the securities being
          registered.

  10      The Old Republic International Corporation 2006 Incentive Compensation
          Plan.

  23(a)   Consent of   PricewaterhouseCoopers LLP, independent certified  public
          accountants.

  23(b)   Consent of William J. Dasso (included as part of Exhibit 5).

  24      Powers of Attorney.


-----------
  * Exhibit incorporated herein by reference.
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{"company-data": {"conformed-name": "OLD REPUBLIC INTERNATIONAL CORP", "cik": "0000074260", "assigned-sic": "6351", "irs-number": "362678171", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-135088", "film-number": "06910515"}, "business-address": {"street1": "307 N MICHIGAN AVE", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3123468100"}, "mail-address": {"street1": "307 N MICHIGAN AVE", "city": "CHICAGO", "state": "IL", "zip": "60601"}}
Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                      ------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                     OLD REPUBLIC INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                              36-2678171
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                    (Address of Principal Executive Offices)

                     OLD REPUBLIC INTERNATIONAL CORPORATION
                        2006 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)
                     ---------------------------------------

                                Spencer LeRoy III
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                     (Name and address of agent for service)

                                 (312) 346-8100
          (Telephone number, including area code, of agent for service)
                     ---------------------------------------

                                    copy to:
                                William J. Dasso
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                             Telephone: 312-762-4279
                                FAX: 312-346-6397
                         E-mail: wdasso@oldrepublic.com
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

Title of        Amount           Proposed       Proposed          Amount
Securities      to be            Maximum        Maximum           of
to be           Registered       Offering       Aggregate         Registration
Registered      (1)              Price Per      Offering          Fee
                                 Share (2)      Price (2)
--------------------------------------------------------------------------------

Common
Stock, par      20,686,127       $   20.20      $417,859,765      $44,710.99
value $1.00
per share

--------------------------------------------------------------------------------

     (1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
          number of shares of the  issuer's  Common Stock  registered  hereunder
          will be  adjusted in the event of stock  splits,  stock  dividends  or
          similar transactions.

     (2)  Estimated  solely for the purpose of computing  the  registration  fee
          based upon the  closing  price of the Common  Stock as reported by the
          New York Stock Exchange on June 14, 2006.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
         ---------------------------------------

     The following  documents  filed by Old Republic  International  Corporation
(the  "Company") or the Old Republic  International  Corporation  2006 Incentive
Compensation  Plan (the "Plan") with the Securities and Exchange  Commission are
incorporated herein by reference:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2005 (including  those portions of the Company's  definitive proxy statement for
the Annual Meeting of Shareholders  held on May 26, 2006, which are incorporated
by reference in such Annual Report on Form 10-K).

     2. The  Company's  Amendment  to its Annual  Report on Form 10-K filed as a
Form 10-K/A on April 12, 2006.

     3. The Company's  Quarterly Report on Form 10-Q for the quarter ended March
31, 2006.

     4. The Company's Reports filed on Form 8-K on April 28, 2006, May 17, 2006,
May 15, 2006 and June 1, 2006, as amended.

     5.  The  description  of  the  Company's  capital  stock  contained  in the
Company's  Registration  Statement  on Form S-3  filed  on  December  24,  1997,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

All documents filed by the Company or the Plan pursuant to Section 13(a), 13(c),
14 or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  after  the
effective  date of this  Registration  Statement  and  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

     The  validity  of the shares of Common  Stock and  participating  interests
offered under the Plan has been passed upon by William J. Dasso,  Counsel of the
Company.  As of June 14, 2006, Mr. Dasso owned stock and had options to purchase
stock granted under the Corporation's Employee Stock Plan, which are exercisable
within 60 days, which in the aggregate  represents less than 1/10th of 1% of the
Corporation's Common Stock.
Item. 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
         -----------------------------------------

     Section 145 of the Delaware  General  Corporation  Law contains  provisions
under which  corporations  organized  thereunder  are  permitted  or required in
certain  circumstances  to  indemnify  directors,  officers  and others  against
certain   liabilities  and  permitted  to  maintain   insurance  to  cover  such
liabilities and  liabilities  against which such  corporations  may not directly
indemnify  such  persons.  Article  Thirteenth  of the Restated  Certificate  of
Incorporation of the registrant  grants  indemnification  to such persons to the
extent  permitted by Delaware law and authorizes the purchase of such insurance.
Pursuant to the  foregoing  provisions,  the  registrant  maintains  policies of
insurance for its directors and certain of its officers.

     Article  Seventeenth of the Restated  Certificate of  Incorporation  of the
registrant  eliminates the liability of the registrant's  directors for monetary
damages  for  breach of  fiduciary  duty as a director  except  where a director
breaches his duty of loyalty to the  registrant and its  stockholders,  fails to
act in good faith or engages in intentional misconduct or a knowing violation of
law,  authorizes the payment of a dividend or stock  repurchase which is illegal
under Section 174 of the Delaware General Corporation Law or obtains an improper
personal benefit.

     In  addition,  the  registrant  has entered or will enter into an Indemnity
Agreement with each of its directors and certain officers.  Under the provisions
of the Indemnity  Agreement,  the registrant  agrees with some  limitations,  to
indemnify  directors  and  officers  against  all  expenses  of  investigations,
judicial or administrative  proceedings or appeals, whether threatened,  pending
or completed,  amounts paid in settlement,  attorneys'  fees and, in third party
proceedings,  judgments  and fines,  actually  and  reasonably  incurred  in the
defense or settlement of a civil,  criminal or administrative  proceeding if the
officer or director  acted in good faith in a manner which he believed to be in,
or not opposed to, the best interests of the registrant.

Item 8.  EXHIBITS
         --------

   4      Instruments  defining  the  rights  of  security  holders,   including
          indentures.

   (A)    *Amended  and  Restated  Rights  Agreement  dated  as of May 15,  1997
          between Old Republic International Corporation and First Chicago Trust
          Company  of New York  (now  called  Computershare  Trust  Co.,  Inc.),
          (Exhibit 4.1 to Registrant's Form 8-K filed May 30, 1997).

   (B)    *Amendment  to  furnish  certain  long  term debt  instruments  to the
          Securities & Exchange  Commission upon request (Exhibit 4(D) on Form 8
          dated August 28, 1987).
(C)    *Form of  Indenture  dated as of August 15, 1992  between Old Republic
          International  Corporation  and Wilmington  Trust Company,  as Trustee
          (Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993).

   (D)    *Supplemental  Indenture No. 1 dated as of June 16, 1997 supplementing
          the  Indenture  (Exhibit 4.3 to  Registrant's  Form 8-A filed June 16,
          1997).

   (E)    *Supplemental   Indenture   No.  2  dated  as  of  December  31,  1997
          supplementing  the  Indenture.  (Exhibit 4(G) to  registrant's  Annual
          Report on Form 10-K for 1997).

   5(A)   Opinion of William J. Dasso as to the validity of the securities being
          registered.

  10      The Old Republic International Corporation 2006 Incentive Compensation
          Plan.

  23(a)   Consent of PricewaterhouseCoopers LLP, independent accountants.

  23(b)   Consent of William J. Dasso (included as part of Exhibit 5).

  24      Powers of Attorney.

------------
  * Exhibit incorporated herein by reference.
Item 9.  UNDERTAKINGS
         ------------

     The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

         (i)   To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

         (ii)  To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement;

         (iii) To include any material  information with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

               Provided, however,   that  paragraphs (1)(i) and (1)(ii)  do  not
               apply if the  registration  statement is on Form S-3 or Form S-8,
               and the  information required  to be included in a post-effective
               amendment  by those paragraphs  is contained in  periodic reports
               filed by the registrant pursuant to section 13 or  section  15(d)
               of the Securities  Exchange Act of  1934  that  are  incorporated
               by reference in the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.
The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the provisions described in Item 6 above, or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Chicago, State of Illinois on June 15, 2006.

                                         OLD REPUBLIC INTERNATIONAL CORPORATION

                                            By       /s/ A. C. Zucaro
                                              ---------------------------------
                                              A.C. Zucaro, Chairman and Chief
                                                  Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the 15th day of June, 2006.

         Signature                                      Title
         ---------                                      -----

/s/ A. C. Zucaro
-----------------------------          Director, Chairman of the Board and Chief
A. C. Zucaro                           Executive Officer

/s/ Karl W. Mueller
-----------------------------          Senior Vice President and Chief Financial
Karl W. Mueller                        Officer

/s/ Harrington Bischof
-----------------------------          Director
Harrington Bischof*

/s/ Jimmy A. Dew
-----------------------------          Director and Sales Group Manager and Vice
Jimmy A. Dew*                          Chairman of  Republic Mortgage  Insurance
                                       Company

/s/ John A. Dixon
-----------------------------          Director
John A. Dixon*
/s/ Peter Lardner
-----------------------------          Director
Peter Lardner*

/s/ Wilbut S. Legg
-----------------------------          Director
Wilbur S. Legg*

/s/ John W. Popp
-----------------------------          Director
John W. Popp*

/s/ William A. Simpson
-----------------------------          Director and Chairman of Republic
William A. Simpson                     Mortgage Insurance Company

/s/ Arnold L. Steiner
-----------------------------          Director
Arnold L. Steiner*

/s/ Fredricka Taubitz
-----------------------------          Director
Fredricka Taubitz*

/s/ Charles F. Titterton
-----------------------------          Director
Charles F. Titterton*

/s/ Dennis P. Van Mieghem
-----------------------------          Director
Dennis P. Van Mieghem*

/s/ Steven R. Walker
-----------------------------          Director
Steven R. Walker*

*By:  /s/ A. C. Zucaro
    --------------------------------------
     A. C. Zucaro, Attorney-In-Fact
     Pursuant to a Power of Attorney
     dated June 5, 2006
INDEX TO EXHIBITS
                                -----------------

Exhibit
  No.                                 Description
-------                               -----------

   4     Instruments  defining  the  rights  of  security  holders,   including
         indentures.

   (A)   *Amended  and  Restated  Rights  Agreement  dated  as  of May 15,  1997
          between Old Republic International Corporation and First Chicago Trust
          Company  of New York  (now  called  Computershare  Trust  Co.,  Inc.),
          (Exhibit 4.1 to Registrant's Form 8-K filed May 30, 1997).

   (B)   *Amendment  to  furnish  certain  long  term debt  instruments  to  the
          Securities & Exchange  Commission upon request (Exhibit 4(D) on Form 8
          dated August 28, 1987).

   (C)   *Form of  Indenture  dated as of August 15, 1992  between Old  Republic
          International  Corporation  and Wilmington  Trust Company,  as Trustee
          (Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993).

   (D)   *Supplemental  Indenture No. 1 dated as of June 16, 1997  supplementing
          the  Indenture  (Exhibit 4.3 to  Registrant's  Form 8-A filed June 16,
          1997).

   (E)   *Supplemental   Indenture   No.  2  dated   as  of  December  31,  1997
          supplementing  the  Indenture.  (Exhibit 4(G) to  registrant's  Annual
          Report on Form 10-K for 1997).

   5(A)   Opinion of William J. Dasso as to the validity of the securities being
          registered.

  10      The Old Republic International Corporation 2006 Incentive Compensation
          Plan.

  23(a)   Consent of   PricewaterhouseCoopers LLP, independent certified  public
          accountants.

  23(b)   Consent of William J. Dasso (included as part of Exhibit 5).

  24      Powers of Attorney.

-----------
  * Exhibit incorporated herein by reference.