Registration No. 33 -_____




                     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)


                                  Delware
       (State or other jurisdiction of incorporation or organization)

                                 36-2678171
                    (I.R.S. Employer Identification No.)

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

              GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
                          (Full title of the plan)
                  _______________________________________

                                A. C. Zucaro
                   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:

                             Spencer LeRoy III
            Senior Vice President, Secretary and General Counsel
                   Old Republic International Corporation
                         307 North Michigan Avenue
                          Chicago, Illinois 60601
<PAGE>






                     An Exhibit Index Appears on Page 8


                      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       23,983.358    $22.4375      $538,126.60   $185.56
Stock, par
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 average of  the high  and low  prices of the
          Common  Stock as  reported  by the  New  York Stock  Exchange  on
          January 24, 1994.

     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 Great  West Casualty Company Profit  Sharing
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, 1992, as  amended under cover of three Forms 8 filed April 30,
1993  (including those portions of the Company's definitive proxy statement
for  the Annual  Meeting of  Shareholders held  on May  14, 1993  which are
incorporated by reference in such Annual Report on Form 10-K).

     2.   The  Company's Quarterly  Reports on Form  10-Q for  the quarters
ended March 31, 1993, June 30, 1993 and September 30, 1993.

     3.   The Plan's Annual Report on Form 11-K for the year ended December
31, 1992.

     4.   The  description of the Company's  capital stock contained in the
Company's  Registration Statement  on Form  8-A filed  on August  29, 1990,
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 Spencer  LeRoy III, Senior
Vice  President,  Secretary and  General  Counsel of  the Company.    As of
December  31, 1993,  Mr. LeRoy  beneficially owned  2,538 shares  of Common
Stock of  the Company and had 7,500 shares exercisable within 60 days under
options previously granted to him by the Company.
<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)     *Certificates of Designations, as amended, with respect to Series
          A Preferred  Stock,  Series  B, Series  C,  Series  D  Cumulative
          Convertible  Preferred  Stock,  Series  E  Convertible  Preferred
          Stock, Series F Convertible, Exchangeable Preferred Stock, Series
          G Convertible  Preferred Stock and Series  H Cumulative Preferred
          Stock.   (Exhibit 4A to  Registrant's Annual Report  on Form 10-K
          for 1991).
<PAGE>






  (B)     *Form  of Indenture  dated  June  1,  1985 between  Old  Republic
          International Corporation  and Morgan Guaranty Trust   Company of
          New  York,    as  Trustee, regarding  the  11-1/2%  Sinking  Fund
          Debentures  due  2015  (Exhibit  4.3  to  Form  S-3  Registration
          Statement No. 2-98167).


  (C)     *Form  of  Indenture dated  as of  January  15, 1988  between Old
          Republic  International  Corporation  and  Morgan  Guaranty Trust
          Company of New York,  as Trustee, regarding the 10%  Sinking Fund
          Debentures due  2018 (Exhibit 4D to Registrant's Annual Report on
          Form 10-K for 1987).

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

  (E)     *Rights  Agreement dated as of June 26, 1987 between Old Republic
          International Corporation and  Morgan Shareholder Services  Trust
          Company (Exhibit  4 to Registrant's Quarterly Report on Form 10-Q
          for the quarter ended September 30, 1987).

  (F)     *Form  of  Indenture dated  as of  December  1, 1988  between Old
          Republic International Corporation and Wilmington  Trust Company,
          as  Trustee, regarding the 8% Convertible Subordinated Debentures
          due June 1, 2015  (Exhibit 4(F) to Registrant's Annual  Report on
          Form 10-K for 1988).

  (G)     *Form  of Indenture  dated  as of  August  15, 1992  between  Old
          Republic International Corporation and Wilmington  Trust Company,
          as  Trustee,  regarding   the  5-3/4%  Convertible   Subordinated
          Debentures  due August  15,  2002 (Exhibit  4(G) to  Registrant's
          Annual Report on Form 10-K for 1992).


  5(a)    Opinion of Spencer LeRoy III as to the validity of the securities
          being registered.

  5(b)    Internal Revenue Service determination letter dated May 3, 1989.

 10       Great West Casualty Company Profit Sharing Plan.

 23(a)    Consent  of  Coopers  &  Lybrand,  independent  certified  public
          accountants.

 23(b)    Consent of Spencer LeRoy III (included as part of Exhibit 5).
<PAGE>






 24       *Powers of Attorney except for Mr. Popp and Mr. White (Exhibit 25
          to Registrant's Annual Report on Form 10-K for 1992).

 24       Powers of Attorney for Mr. Popp and Mr. White.

 28       *Consolidated  Schedule P  (Exhibit  29  to  Registrant's  Annual
          Report on Form 10-K for 1992).


____________
  *  Exhibit incorporated herein by reference.


          The Registrant  has submitted the  Plan to  the Internal  Revenue
          Service ("IRS") and undertakes to submit any amendment thereto to
          the  IRS in a timely manner and has made or will make all changes
          required by the IRS in order to qualify the Plan.



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;
<PAGE>






                    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.
<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 and State of Illinois on
the 13th day of January, 1994.


                                OLD REPUBLIC INTERNATIONAL CORPORATION



                                By_____________________________________
                                              A. C. Zucaro, President


     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 13th day of January, 1994.


   Signature                          Title


______________________________    Chairman of the Board,
  A. C. Zucaro                         President, Chief Executive
                                       Officer and Director


______________________________   Chief Financial Officer and
 Paul D. Adams                        Principal Accounting Officer


Anthony F. Colao*                     Director and Senior Vice
                                      President


John C. Collopy*                      Director and Chairman of
                                      Founders Title Group, Inc.


Jimmy A. Dew*                         Director and Executive Vice
                                      President of Republic Mortgage
                                        Insurance Company


Darrel M. Holt*                       Director
<PAGE>






Kurt W. Kreyling*                     Director


Peter Lardner*                        Director and President of
                                      Bituminous Casualty Corp.


Wilbur S. Legg*                       Director


John W. Popp*                         Director


William A. Simpson*                   Director and President of
                                      Republic Mortgage Insurance
                                      Company


Arnold L. Steiner*                    Director


William R. Stover*                    Director


David Sursa*                          Director


William White*                        Director





*By:____________________________________
     A. C. Zucaro, Attorney-In-Fact
     Pursuant to a power of attorney



     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
trustees (or other persons  who administer the employee benefit  plan) have
duly caused this registration statement  to be signed on its behalf  by the
undersigned,  thereunto duly authorized, in  the City of  South Sioux City,
State of Nebraska on January 13, 1994.


Great West Casualty Company Profit Sharing Plan



By:_________________________________________
     Michael P. Krehbiel
<PAGE>






                             INDEX TO EXHIBITS



Exhibit No.                          Description                       Page


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

   (A)         *Certificates  of  Designations, as  amended,
               with  respect  to Series  A  Preferred Stock,
               Series  B,  Series  C,  Series  D  Cumulative
               Convertible Preferred Stock, Series E
               Convertible Preferred Stock, Series F
               Convertible, Exchangeable Preferred Stock, 
               Series G Convertible Preferred Stock and
               Series H Cumulative Preferred Stock
               (Exhibit 4A to Registrant's Annual Report
               on Form 10-K for 1991).

   (B)         *Form of Indenture dated June 1, 1985 between
               Old Republic International Corporation and
               Morgan Guaranty Trust Company of New York,
               as Trustee, regarding the 11-1/2% Sinking
               Fund Debentures due 2015 (Exhibit 4.3 to
               Form S-3 Registration Statement No. 2-98167).

   (C)         *Form of Indenture dated as of January 15, 
               1988 between Old Republic International
               Corporation and Morgan Guaranty Trust Company
               of New York, as Trustee, regarding the 10%
               Sinking Fund Debentures due 2018 (Exhibit 4D
               to Registrant's Annual Report on Form 10-K
               for 1987).

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

   (E)         *Rights Agreement dated as of June 26,
               1987 between Old Republic International
               Corporation and Morgan Shareholder 
               Services Trust Company
               (Exhibit 4 to Registrant's Quarterly Report
               on Form 10-Q for the quarter ended September
               30, 1987).
<PAGE>






                                EXHIBIT LIST



Exhibit No.                          Description

  (F)          *Form of Indenture dated as of December        
               1, 1988 between Old Republic International
               Corporation and Wilmington Trust Company,
               as Trustee, regarding the 8% Convertible 
               Subordinated Debentures due June 1, 2015
               (Exhibit 4(F) to Registrant's Annual Report 
               on Form 10-K for 1988).

  (G)          *Form of Indenture dated  as of August 15, 1992  between Old
               Republic  International  Corporation  and  Wilmington  Trust
               Company,  as  Trustee,   regarding  the  5-3/4%  Convertible
               Subordinated Debentures due August 15, 2002 (Exhibit 4(G) to
               Registrant's Annual Report on Form 10-K for 1992).

 5(a)          Opinion  of  Spencer LeRoy  III as  to  the validity  of the
               securities being registered.

 5(b)          Internal Revenue  Service determination letter dated  May 3,
               1989.

 10            Great West Casualty Company Profit Sharing Plan

 23(a)         Consent of  Coopers & Lybrand, independent  certified public
               accountants.

 23(b)         Consent of  Spencer LeRoy III  (included as part  of Exhibit
               5).

 24(a)         *Powers  of  Attorney except  for  Mr.  Popp and  Mr.  White
               (Exhibit 25 to Registrant's Annual  Report on Form 10-K  for
               1992).

 24(b)         Powers of Attorney for Mr. Popp and Mr. White.

 28            *Consolidated Schedule  P (Exhibit 29 to Registrant's Annual
               Report on Form 10-K for 1992).


___________

  * Exhibit incorporated herein by reference.
<PAGE>






                                     Exhibit 5(a)

OLD REPUBLIC International Corporation
   307 North Michigan Avenuye
   Chicago, Illinois




                                     January 13, 1994


Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601


               RE: Registration Statement on Form S-8


Gentlemen:

     I  am  Senior Vice  President, Secretary  and  General Counsel  of Old
Republic International Corporation, a Delaware corporation (the "Company").
This opinion is rendered  in connection with the Registration  Statement on
Form  S-8   filed  with  the   Securities  and  Exchange   Commission  (the
"Commission") relating  to  the registration  of 23,983.358  shares of  the
Company's  Common  Stock, $1.00  par value  per  share (the  "Shares"), and
participating  interests ("Participations")  pursuant to  the terms  of the
Great  West Casualty  Company Profit  Sharing Plan  (the "Plan").   In this
connection,  I  have  examined   originals  or  copies  identified   to  my
satisfaction of  such documents, corporate and  other records, certificates
and other  papers as I  deemed necessary  to examine for  purposes of  this
opinion,  including  but   not  limited  to  the  Restated  Certificate  of
Incorporation  and By-laws of the  Company, as amended,  resolutions of the
board of directors of the Company, and the Plan.

     It  is  my opinion  that the  Shares  and Participations,  when issued
pursuant to  the Plan will  be legally  issued, and that  the Shares,  when
issued pursuant to the Plan, will be fully paid and non-assessable.

     I  consent  to  the  filing  of this  opinion  as  an  exhibit  to the
Registration Statement and to the reference to  my name under "Interests of
Named Experts and Counsel"  in the Registration Statement and  under "Legal
Opinions" in the related Prospectus.

                                     Very truly yours,



                                     Spencer LeRoy III
                                     Senior Vice President, 
                                     Secretary and General Counsel

WJD:bm
<PAGE>






                                     EXHIBIT 5(B)

Internal Revenue Service
District Attorney

P.O. BOX A-3617 DPN20-6
CHICAGO, IL 60690
                                     Employer Identification Number:
Date:  MAY 03, 1989                  47-6024508
                                     File Folder Number
                                     470000079

GREAT WEST CSASUALTY COMPANY AND
 OTHER PLAN EMPLOYERS                Person to Contact:
C/O JP MULHERN                       TECHNICAL SCREENER
MCDERMOTT WILL & EMERY               Contact Telephone Number:
111 WEST MONROE STREET               (312) 435-1040
CHICAGO, IL 60603                    Plan Name:
                                     PROFIT SHARING PLAN

                                     Plan Number: 001

Dear Applicant:

     Based   on  the  information  supplied,   we  have  made  a  favorable
determination  on your  application  identified above.    Please keep  this
letter in your permanent records.

     Continued  qualification  of the  plan will  depend  on its  effect in
operation under its present form.  (See section 1.401-l(b)(3) of the Income
Tax Regulations.)   The status of  the plan in  operation will be  reviewed
periodically.

     The  enclosed document describes the  impact of Notice  86-13 and some
events  that could after you  receive this letter  that would automatically
nullify it without specific notice from us.  The document also explains how
operation  of the  plan may  affect a  favorable determination  letter, and
contains information about filing requirements.

     This letter relates only to the status of your plan under the Internal
Revenue Code.   It  is not  a determination regarding  the effect  of other
Federal or local statues.

     This determination  letter is applicable for  the amendment(s) adopted
on January 21, 1988.

     The form of the  plan satisfies those requirements  of the Tax  Reform
Act of 1986  and the other laws, regulations, revenue  rulings, and notices
listed  in section  4.01 of Rev.  Proc. 88-42,  1988-85 I.R.B.  27 that are
effective for plan years beginning before 1989.

     The information on the enclosed addendum  is an integral part of  this
defemination.  Please be sure to read and keep it with this letter.

     We have sent a copy of this letter to your representative as indicated
in the power of attorney.
<PAGE>






GREAT WEST CSASUALTY COMPANY AND


     If you have any  questions concerning this matter, please  contact the
person whose name and telephone number are shown above.

                                Sincerely yours,


                                /s/ R. S. Wintrode, Jr.

                                R. S. Wintrode, Jr.
                                District Director

Enclosures:
Publication 794
PWBA 515
Addendum
<PAGE>

































              GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
            (As Amended and Restated Effective January 1, 1989)
<PAGE>






                             TABLE OF CONTENTS



SECTION I  INTRODUCTION
     1.1    Purpose
     1.2    Effective Date, Plan Year
     1.3    Employers
     1.4    Administration of the Plan
     1.5    Funding of Benefits
     1.6    Plan Supplements

SECTION II  ELIGIBILITY
     2.1    Participation
     2.2    Notice of Participation
     2.3    Leave of Absence
     2.4    Controlled Group Member
     2.5    Leased Employees

SECTION III  PARTICIPANT AFTER-TAX CONTRIBUTIONS
     3.1    General.
     3.2    Amount of Participant After-Tax Contributions
     3.3    Deduction or Payment of Participant After-Tax Contributions
     3.4    Variation of Participant After-Tax Contributions
     3.5    Suspension    and    Resumption   of    Participant   After-Tax
            Contributions
     3.6    Earnings
     3.7    ACP Discrimination Test
     3.8    Correction of Excess Aggregate Contributions - ACP Test

SECTION IV  PARTICIPANT PRE-TAX CONTRIBUTIONS
     4.1    Election of Participant
     4.2    Changes in Pre-Tax Contributions
     4.3    Limitations on Contributions
     4.4    Excess Deferrals
     4.5    ADP Discrimination Test
     4.6    Correction of Excess Contributions  - ADP Test
     4.7    Multiple Use Test - ACP/ADP Test

SECTION V  EMPLOYER CONTRIBUTIONS
     5.1    Pre-Tax Contributions
     5.2    Matching Contributions
     5.3    Discretionary Employer Contributions
     5.4    Payment of Employer Contributions
     5.5    Verification of Employer Contributions
     5.6    No Interest in Employers

SECTION VI LIMITATIONS ON ALLOCATIONS
     6.1    General
     6.2    Correction
     6.3    Defined Benefit Plans

SECTION VII  PERIOD OF PARTICIPATION
     7.1    Settlement Date
     7.2    Restricted Participation

SECTION VIII  PROFIT SHARING PLAN COMMITTEE
<PAGE>






     8.1    Appointment
     8.2    Secretary
     8.3    Duties
     8.4    Decisions
     8.5    Indemnification
     8.6    Compensation
     8.7    Counsel and Agents
     8.8    Records
     8.9    Successor
     8.10   Information to Be Furnished to Committee
     8.11   Funding Policy
     8.12   Resignations
     8.13   Replacements

SECTION IX  INVESTMENTS AND ACCOUNTING
     9.1    Participants' Accounts
     9.2    Investment Funds
     9.3    Elections by Participants
     9.4    Transfers Between Funds
     9.5    Accounting Dates
     9.6    Adjustment of Participant's Accounts
     9.7    Crediting of Participant and Matching Contributions.
     9.8    Allocation    and    Crediting   of    Discretionary   Employee
            Contributions and Remainders
     9.9    Dividends and Other Allocations
     9.10   Voting of Old Republic Stock; Tender Offers
     9.11   Charging Distributions
     9.12   Statement of Account

SECTION X  PAYMENT OF ACCOUNT BALANCES
     10.1   Retirement or Death
     10.2   Resignation or Dismissal
     10.3   Remainders
     10.4   Manner of Distribution
     10.5   Commencement of Distributions
     10.6   Joint and Survivor Annuity
     10.7   Designation of Beneficiaries
     10.8   Missing Participants or Beneficiaries
     10.9   Facility of Payment

SECTION XI  WITHDRAWALS
     11.1   General
     11.2   Withdrawal of Participant After-Tax Contributions
     11.3   Withdrawal of Participant Pre-Tax Contributions
     11.4   Withdrawals of Other Contributions
     11.5   Accounting.
     11.6   Procedures

SECTION XII  LOANS
     12.1   Availability
     12.2   Limitations.
     12.3   Note and Terms
     12.4   Permissible Conditions
     12.5   Accounting
     12.6   Procedures

SECTION XIII  REEMPLOYMENT
<PAGE>






     13.1   Resumption of Participation
     13.2   Reinstatement of Remainder

SECTION XIV  AMENDMENT AND TERMINATION
     14.1   Amendment
     14.2   Termination
     14.3   Vesting and Distribution on Termination
     14.4   Notice of Amendment or Termination
     14.5   Plan Merger, Consolidation, Etc.

SECTION XV  SPECIAL RULES FOR TOP-HEAVY PLANS
     15.1   Purpose and Effect
     15.2   Top-Heavy Plan
     15.3   Key Employees
     15.4   Minimum Vesting
     15.5   Minimum Employer Contribution
     15.6   Aggregation of Plans
     15.7   No Duplication of Benefits
     15.8   Adjustment of Combined Benefit Limitations

SECTION XVI  CLAIMS PROCEDURES
     16.1   Claims Procedure
     16.2   Review Procedure

SECTION XVII  TRANSFER FROM BITCO SAVINGS PLAN
     17.1   Introduction; Purpose
     17.2   Transfer
     17.3   Transfer of Assets

SECTION XVIII  GENERAL PROVISIONS
     18.1   Information Required by Administrator
     18.2   Uniform Rules
     18.3   Review of Benefit Determinations
     18.4   Administrator's Decision Final
     18.5   Additional Employers
     18.6   Action by Employers
     18.7   Waiver of Notice
     18.8   Gender and Number
     18.9   Controlling Law
     18.10  Employment Rights
     18.11  Litigation by Participants
     18.12  Interests Not Transferable
     18.13  Absence of Guaranty
     18.14  Evidence
<PAGE>






              GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
            (As Amended and Restated Effective January 1, 1989)


     WHEREAS, Great  West Casualty  Company, a corporation  organized under
the  laws of the State  of Nebraska (hereinafter  the "company") heretofore
had  established  and maintained  a  qualified retirement  plan  to provide
retirement benefits for  certain of its employees  known as the  Great West
Casualty Company Profit Sharing Plan (the "plan");

     WHEREAS, the company deems it desirable to amend and  restate the plan
to incorporate changes required  by the Tax  Reform Act of 1986,  Technical
and  Miscellaneous  Revenue  Act of  1988  and  regulations  issued by  the
Internal Revenue Service.

     NOW THEREFORE,  the company  hereby restates  the Great West  Casualty
Company  Profit Sharing  Plan to  provide as  follows effective  January 1,
1989; provided,  however,  that benefits  for an  employee that  terminated
service or retired  prior the effective date  of this restatement  shall be
governed under the  terms of the  plan on the date  of such termination  or
retirement.

                          SECTION I.  INTRODUCTION

A.   Purpose.

     The plan is maintained by  the company to allow eligible employees  to
elect to  defer a portion of their  compensation pursuant to section 401(k)
of the Internal Revenue Code and to enable them to provide for their future
security by accumulating funds and sharing in the profits of the employers.

B.   Effective Date, Plan Year.

     The plan was established as of January 1, 1972 and was known as  First
Greatwest Corporation Employees' Profit  Sharing Plan and Trust.   The plan
was subsequently amended and  restated effective January 1, 1976  and again
August 1, 1982.  The effective date of the amendment and restatement of the
plan as set forth herein is January 1, 1989.  A "plan year" is the calendar
year.

C.   Employers.

     Any subsidiary or affiliate of the company may adopt the plan with the
company's consent, as described in subsection 18.5.  A  "subsidiary" of the
company is any corporation more  than 50 percent of the voting  stock which
is owned,  directly or indirectly, by  the company.  An  "affiliate" of the
company is  any corporation  more than  50 percent of  the voting  stock of
which is owned, directly or indirectly, by the owner or owners of more than
50 percent of the voting stock  of the company.  The company and  any other
subsidiaries or affiliates of company which adopt the plan are  referred to
collectively  as   the  "employers"   and  sometimes  individually   as  an
"employer."  Effective as of January 
1, 1994, the employers are:
<PAGE>






               Central Data Services, Inc.
               Great West Casualty Company
               Joe Morten & Son, Inc.
               Midwest Insurance, Inc.
               Motor Ways Inc.
               Truckmen's Underwriters Agency, Inc.

D.   Administration of the Plan.

     The plan is  administered by the administrator.   Prior to January  1,
1994, the administrator shall  be the individual trustees (the  "trustees")
appointed by the  company.   Effective January 1,  1994, the  administrator
shall  be the profit sharing  plan committee appointed  pursuant to Section
VIII hereof. The  administrator from time to time may  adopt such rules and
regulations as may  be necessary or desirable for the  proper and efficient
administration  of the  plan and as  are consistent  with the  terms of the
plan.  

E.   Funding of Benefits.

     Funds  contributed  under  the  plan  are  held  and  invested,  until
distribution,  by the  trustees  in accordance  with the  terms of  a trust
agreement between the company and the trustees which implements and forms a
part of the plan.  Assets held by  the trustees are to be invested under  a
group annuity contract issued by Connecticut General Life Insurance Company
(the "insurance company").  Copies of the plan and trust agreement, and any
amendments  thereto, will be  on file with  the trustees where  they may be
examined by any participant or other person entitled to benefits  under the
plan.  The  provisions of and  benefits under the  plan are subject  to the
terms and provisions of the trust agreement.

F.   Plan Supplements.

     The provisions of the plan may be modified by supplements to the plan.
The terms  and provisions of  each supplement are  a part  of the plan  and
supersede  the provisions of the plan to  the extent necessary to eliminate
inconsistencies between the plan and the supplement.

                          SECTION I.  ELIGIBILITY

A.   Participation.

     1.     Each employee of an  employer who is a participant  in the plan
immediately preceding December 31,  1989 will continue as a  participant on
and after that date.  

     2.     Beginning January 1, 1989,  each other employee of an  employer
will become  a participant in the plan on the  first June 30 or December 31
on which he meets both of the following requirements:

            a. he has attained age 21 years; and

            b. he has completed 1,000 hours  of service during the 12-month
               period commencing on his date of hire or during a plan year.
<PAGE>






An  "hour of service" means each hour  for which an employee is directly or
indirectly paid or entitled to  payment by an employer for  the performance
of duties and for  reasons other than the  performance of duties  including
each hour  for which back pay,  irrespective of mitigation of  damages, has
been either awarded or agreed to by an employer or controlled group member,
determined and credited in accordance with Department of Labor Reg. Section
2530.200b-2(b) and (c).  Service with an entity that is  a controlled group
member  (but only  service with  such entity  after it became  a controlled
group member) shall be treated as service with an employer for all purposes
under the plan  except subsection  9.8(b).   The administrator  may in  its
discretion give credit  under the plan for service with  an entity prior to
the date  on which it became  a controlled group member  provided that such
prior service credit does not violate section 401(a)(4) of the Code.

     3.     Beginning January 1,  1993, each other employee of  an employer
will  become a  participant in the  plan on  the December  31 following the
later of the first  day he completes an hour of service  (his date of hire)
or his 21st birthday.

B.   Notice of Participation.

     The administrator  will notify each  employee of the date  on which he
becomes  eligible for plan participation. An eligible employee may become a
participant in the plan by signing and filing an enrollment application and
a salary reduction authorization with the administrator at such time and in
such form as the administrator determine.
<PAGE>






C.   Leave of Absence.

     A  leave  of  absence will  not  interrupt  continuity  of service  or
participation in the plan.  A "leave of absence" for plan purposes means an
absence from work which is not treated by the employers as a termination of
employment or which is required by law to be treated as a leave of absence.
Leaves  of absence will be granted under rules established by the employers
applied uniformly  to all employees similarly  situated.  In the  case of a
maternity or paternity  absence (as  defined below) which  commences on  or
after January 1, 1985, an employee shall be credited, for  the plan year in
which  he otherwise  would  have incurred  a one-year  break in  service as
defined  in subsection 10.3 (and solely for purposes of determining whether
such  a break  in service has  occurred), with  the hours  of service which
normally  would have been credited to him  but for such absence (or, if the
administrator is  unable to determine  the hours  which would have  been so
credited, 8 hours  for each work day of such absence), but in no event more
than 501  hours for any  one absence.   A "maternity or  paternity absence"
means an  employee's absence  from work  because  of the  pregnancy of  the
employee or birth of a child of the employee, the placement of a child with
the employee in connection with the adoption of such child by the employee,
or for purposes of caring for the child immediately following such birth or
placement.   The  administrator may  require the  employee to  furnish such
information as the administrator considers necessary to establish  that the
employee's absence was for one of the reasons specified above.

D.   Controlled Group Member.

     A "controlled group member" means:

     1.     any corporation which is not an employer but is a member
            of  a  controlled  group  of  corporations  (within  the
            meaning of section 1563(a)  of the Internal Revenue Code
            (the  "Code"),  determined  without  regard  to sections
            1563(a)(4)  and 1563(e)(3)(C) thereof) which contains an
            employer; 

     2.     any trade or business (whether or not incorporated)
            which  is under  common  control  with an  employer
            (within the meaning of section 414(c) of the Code);

     3.     any organization (whether or not incorporated) which is part of
            an  affiliated  service  group  with an  employer  (within  the
            meaning of section 414(m) of the Code); or 

     4.     any  other entity required  to be  aggregated with  an employer
            pursuant to Code section 414(o).  

However, "controlled  group member"  shall not  include any  corporation or
unincorporated   trade  or  business  prior  to  the  date  on  which  such
corporation,  trade or business satisfies the  affiliation or control tests
of (a), (b), (c), or (d) above.

E.   Leased Employees.
<PAGE>






     Notwithstanding  anything  herein  to  the  contrary,  neither  leased
employees nor temporary employees  (as defined below) shall be  eligible to
participate in the plan.   A "leased employee" means any person  who is not
an employee of the employer, but who has provided services  to the employer
of a  type  which have  historically  (within  the business  field  of  the
employer)  been provided by  employees, on a  substantially full-time basis
for a period  of at least  one year, pursuant to  an agreement between  the
employer  and a  leasing organization.   The  period during which  a leased
employee performs services for the employer shall be taken into account for
purposes of  subsections 2.1 and 10.2  of the plan; unless  (i) such leased
employee is  a participant in  a money purchase pension  plan maintained by
the   leasing   organization  that   provides  a   non-integrated  employer
contribution  rate  of  at  least  10 percent  of  compensation,  immediate
participation  for all employees (except for  those individuals who perform
substantially all of their  services for the leasing organization  or whose
compensation is less than $1,000 in each plan year during the 4-year period
ending with the plan year) and  full and immediate vesting, and (ii) leased
employees do not constitute more than 20 percent of the company's nonhighly
compensated workforce.   A temporary employee is  any employee hired  by an
employer  who is  expected  to be  released  upon a  certain  date or  upon
completion  of certain specified  pre-determined conditions  of employment,
and  who  is classified  on  the records  of  the employer  as  a temporary
employee.

              SECTION II.  PARTICIPANT AFTER-TAX CONTRIBUTIONS

A.   General.

     A   participant  may,   but  is   not  required  to,   make  after-tax
contributions  to  this plan  on  the  terms stated  below  subject to  any
limitations  contained in  the plan.   Such  contributions shall  be called
"participant after-tax contributions".

B.   Amount of Participant After-Tax Contributions.

     (a) Subject to limitations  of subsections 3.7, 4.5 and Section VII, a
participant may elect to make participant after-tax contributions under the
plan  to be credited  to his after-tax  contributions account  for any plan
year, beginning with the plan year in which he becomes a participant, in an
amount not more than ten percent of his earnings (as  defined in subsection
3.6) for that year.  

     (b)  A participant making participant after-tax contributions also may
elect to make  additional participant after-tax contributions  in excess of
those permitted under  the preceding sentence, but only  to the extent that
the  aggregate amount  of participant after-tax  contributions made  by him
since he became a  participant in the plan does  not exceed ten percent  of
his aggregate earnings for plan years in which he has been a participant in
the plan.  

     (c)  Each such election by a participant under this subsection must be
in writing and filed with his employer at such time and in such form as the
employer determines.
<PAGE>






C.   Deduction or Payment of Participant After-Tax Contributions.

     Participant after-tax contributions may be made by lump sum payment at
any time  during the plan year;  provided, however, that any  such lump sum
payment  after  December  31,   1993,  shall  not  be  less   than  $1,000.
Participant after-tax  contributions also  may be made  by regular  payroll
deductions  (in an amount not less than two percent of earnings); provided,
however, that no  such contributions can be made by payroll deduction after
December  31, 1993.   A  participant's participant  after-tax contributions
made by  payroll deduction will be  paid to the trustee  within thirty days
after the end of the month in which the deductions were made.

D.   Variation of Participant After-Tax Contributions.

     A participant may elect during each plan year, as of the election date
specified  by the administrator, to change his contribution rate for future
participant  after-tax   contributions  within  the  limits   specified  in
subsection 3.2 above by filing a written request to do so with his employer
at  least fifteen days in advance  of the date on which  the election is to
take effect.

E.   Suspension and Resumption of Participant After-Tax Contributions.

     A participant  may elect at any time to suspend his participant after-
tax contributions made by  payroll deduction by filing a written request to
do so with  his employer at least  fifteen days in  advance of the date  on
which the election is to take effect.  If a participant shall become absent
from employment on account of a leave of absence, his participant after-tax
contributions  shall be suspended effective  as of the  date payment of his
earnings  ceases  and  until  payment  of  his  earnings  is  resumed.    A
participant  who  has elected  to  suspend contributions  pursuant  to this
subsection may subsequently elect  (but not sooner than three  months after
the  date  such  contributions  were  last  suspended)  to  resume  payroll
deductions  of  participant after-tax  contributions  by  filing a  written
request to do so with his employer at least  fifteen days in advance of the
date on which the election is to take effect.

F.   Earnings.

     A participant's "earnings" for  any year shall mean the  total salary,
overtime  pay, and cash  bonuses that  are paid to  him by an  employer for
services rendered by him to  the employer and subject to tax  under section
3101(a)  of  the  Code  (but  without  the  dollar  limitation  of  section
3121(a)(1)   of  the  Code)  plus  contributions  made  on  behalf  of  the
participant pursuant to the  participant's salary reduction agreement under
any plan  sponsored by  an employer  which plan meets  the requirements  of
either sections 401(a) and 401(k) of the Code or section 125 of the Code.

     The earnings of  a employee for  any plan year  beginning on or  after
January 1, 1989  for determining benefits  under the plan shall  not exceed
$200,000 ($150,000 for plan years beginning after 1993), as adjusted by the
Secretary  of Treasury to take  into account cost-of-living increases under
Code sections  401(a)(17) and 415(d).   In  determining the earnings  of an
employee  for  purposes  of this  limitation,  the  rules  of Code  section
<PAGE>






414(q)(6) shall apply,  except in  applying such rules,  the term  "family"
shall include only the spouse of the participant and any lineal descendants
of the participant  who have not  attained age 19  before the close  of the
year.  If, as a result of the application of such rules the adjusted dollar
limitation  is exceeded, then   the limitation shall  be prorated among the
affected  individuals  in proportion  to  each  such individual's  earnings
determined  under  this subsection  3.6 prior  to  the application  of this
limitation.

G.   ACP Discrimination Test.

     Pre-tax contributions to this plan for any plan year shall not  exceed
the  maximum  amount permitted  under Code  section 401(m)(2)  and Treasury
Regulation    1.401(m)-1(b)(2)  of  the   regulations  thereunder.    These
provisions are incorporated herein by reference and generally require that:


     1.     the ACP  for eligible  highly compensated employees  not exceed
            that  of  all  other  eligible  employees  by  more  than   two
            percentage  points,  and  that  the  ACP  for  eligible  highly
            compensated  employees  be not  more  than  that  of all  other
            eligible employees multiplied by 2.0; or

     2.     the  ACP of  eligible highly  compensated employees  not exceed
            that of the other eligible employees multiplied by 1.25.

     The  "ACP" of a group of eligible  employees for a plan year means the
average  of the ratios (determined separately for each eligible employee in
such  group) of:  (i)  the participant after-tax  contributions credited to
each  such eligible  employee's account  (as described  in subsection  9.1)
under  this plan  for  such  plan year;  to  (ii)  the eligible  employee's
earnings (as defined  in subsection 3.6) for such plan  year.  For purposes
of  the preceding sentence, in computing  the ACP for any eligible employee
who  is a highly compensated employee and  who is eligible to have employee
after-tax or employer matching  contributions other than qualified matching
contributions  allocated to his accounts under two or more plans maintained
by the employer and described in sections 401(a) or 401(k)  of the Internal
Revenue Code,  the employee  after-tax and employer  matching contributions
credited  to such  highly compensated  employee's accounts  under all  such
plans shall be aggregated.

     For purposes of applying the limitations on contributions described in
this subsection  3.7 and  subsection 4.5,  a "highly compensated  employee"
means any  present or former  eligible employee who, during  the current or
immediately preceding plan year:

     (A)    was a 5  percent owner  of the employer  or a controlled  group
            member;

     (B)    received   annual  compensation   from   the  employer   and/or
            controlled group member  of more than $75,000 (or  such greater
            amount as  may be  determined by  the Commissioner of  Internal
            Revenue for that year);
<PAGE>






     (C)    received   annual   compensation  from   the   employer  and/or
            controlled group member of  more than $50,000 (or such  greater
            amount as  may be  determined by  the Commissioner  of Internal
            Revenue  for that  year) and  was in  the top-paid  20%  of the
            employees; or

     (D)    was  an officer of the  employer and/or controlled group member
            receiving  annual   compensation  greater   than  50%   of  the
            limitation in effect under section 415(b)(1)(A) of the Internal
            Revenue Code; provided, that  for purposes of this subparagraph
            (D), no more than 50 employees  of the employer (or if  lesser,
            the  greater of  3 employees  or 10  percent of  the employees)
            shall be treated as officers.


H.   Correction of Excess Aggregate Contributions - ACP Test.

     The  administrator  shall,  to  the  extent  necessary   to  meet  the
requirements of subsection 3.7, on or before March 15 following  the end of
the plan  year, but in no event later than  the close of the following plan
year,  distribute  excess  aggregate  contributions  (participant after-tax
contributions in excess  of the  limitations of subsection  3.7) to  highly
compensated employees together with any income and minus any loss allocable
to  such  excess aggregate  contributions  for  the  year of  contribution,
beginning  with  the  highest  ACPs  until  either  such  requirements  are
satisfied  or the  next highest  ACP of  a highly  compensated employee  is
reached.   This  process shall  continue  until the  plan conforms  to  the
requirements described in subsection 3.7.  However, if a highly compensated
employee's ACP is determined  by use of the family  aggregation rules under
Code    414(q)(6)  and if  such ACP  must be  reduced pursuant  to Treasury
Regulation   1.401(m)-1(e)(2), such highly compensated employee's ACP shall
be  reduced by  allocating the  excess contributions  for the  family group
among the family  members in  proportion to each  family member's  matching
contributions.
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FILING", "secsgml_size_bytes": 54169}]
{"company-data": {"conformed-name": "OLD REPUBLIC INTERNATIONAL CORP", "cik": "0000074260", "assigned-sic": "6311", "irs-number": "362678171", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52069", "film-number": "94503574"}, "business-address": {"street1": "307 N MICHIGAN AVE", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3123468100"}}
Registration No. 33 -_____

                     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)

                                  Delware
       (State or other jurisdiction of incorporation or organization)

                                 36-2678171
                    (I.R.S. Employer Identification No.)

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

              GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
                          (Full title of the plan)
                  _______________________________________

                                A. C. Zucaro
                   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:

                             Spencer LeRoy III
            Senior Vice President, Secretary and General Counsel
                   Old Republic International Corporation
                         307 North Michigan Avenue
                          Chicago, Illinois 60601
An Exhibit Index Appears on Page 8

                      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       23,983.358    $22.4375      $538,126.60   $185.56
Stock, par
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 average of  the high  and low  prices of the
          Common  Stock as  reported  by the  New  York Stock  Exchange  on
          January 24, 1994.

     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 Great  West Casualty Company Profit  Sharing
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, 1992, as  amended under cover of three Forms 8 filed April 30,
1993  (including those portions of the Company's definitive proxy statement
for  the Annual  Meeting of  Shareholders held  on May  14, 1993  which are
incorporated by reference in such Annual Report on Form 10-K).

     2.   The  Company's Quarterly  Reports on Form  10-Q for  the quarters
ended March 31, 1993, June 30, 1993 and September 30, 1993.

     3.   The Plan's Annual Report on Form 11-K for the year ended December
31, 1992.

     4.   The  description of the Company's  capital stock contained in the
Company's  Registration Statement  on Form  8-A filed  on August  29, 1990,
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 Spencer  LeRoy III, Senior
Vice  President,  Secretary and  General  Counsel of  the Company.    As of
December  31, 1993,  Mr. LeRoy  beneficially owned  2,538 shares  of Common
Stock of  the Company and had 7,500 shares exercisable within 60 days under
options previously granted to him by the Company.
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)     *Certificates of Designations, as amended, with respect to Series
          A Preferred  Stock,  Series  B, Series  C,  Series  D  Cumulative
          Convertible  Preferred  Stock,  Series  E  Convertible  Preferred
          Stock, Series F Convertible, Exchangeable Preferred Stock, Series
          G Convertible  Preferred Stock and Series  H Cumulative Preferred
          Stock.   (Exhibit 4A to  Registrant's Annual Report  on Form 10-K
          for 1991).
(B)     *Form  of Indenture  dated  June  1,  1985 between  Old  Republic
          International Corporation  and Morgan Guaranty Trust   Company of
          New  York,    as  Trustee, regarding  the  11-1/2%  Sinking  Fund
          Debentures  due  2015  (Exhibit  4.3  to  Form  S-3  Registration
          Statement No. 2-98167).

  (C)     *Form  of  Indenture dated  as of  January  15, 1988  between Old
          Republic  International  Corporation  and  Morgan  Guaranty Trust
          Company of New York,  as Trustee, regarding the 10%  Sinking Fund
          Debentures due  2018 (Exhibit 4D to Registrant's Annual Report on
          Form 10-K for 1987).

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

  (E)     *Rights  Agreement dated as of June 26, 1987 between Old Republic
          International Corporation and  Morgan Shareholder Services  Trust
          Company (Exhibit  4 to Registrant's Quarterly Report on Form 10-Q
          for the quarter ended September 30, 1987).

  (F)     *Form  of  Indenture dated  as of  December  1, 1988  between Old
          Republic International Corporation and Wilmington  Trust Company,
          as  Trustee, regarding the 8% Convertible Subordinated Debentures
          due June 1, 2015  (Exhibit 4(F) to Registrant's Annual  Report on
          Form 10-K for 1988).

  (G)     *Form  of Indenture  dated  as of  August  15, 1992  between  Old
          Republic International Corporation and Wilmington  Trust Company,
          as  Trustee,  regarding   the  5-3/4%  Convertible   Subordinated
          Debentures  due August  15,  2002 (Exhibit  4(G) to  Registrant's
          Annual Report on Form 10-K for 1992).

  5(a)    Opinion of Spencer LeRoy III as to the validity of the securities
          being registered.

  5(b)    Internal Revenue Service determination letter dated May 3, 1989.

 10       Great West Casualty Company Profit Sharing Plan.

 23(a)    Consent  of  Coopers  &  Lybrand,  independent  certified  public
          accountants.

 23(b)    Consent of Spencer LeRoy III (included as part of Exhibit 5).
24       *Powers of Attorney except for Mr. Popp and Mr. White (Exhibit 25
          to Registrant's Annual Report on Form 10-K for 1992).

 24       Powers of Attorney for Mr. Popp and Mr. White.

 28       *Consolidated  Schedule P  (Exhibit  29  to  Registrant's  Annual
          Report on Form 10-K for 1992).

____________
  *  Exhibit incorporated herein by reference.

          The Registrant  has submitted the  Plan to  the Internal  Revenue
          Service ("IRS") and undertakes to submit any amendment thereto to
          the  IRS in a timely manner and has made or will make all changes
          required by the IRS in order to qualify the Plan.

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 and State of Illinois on
the 13th day of January, 1994.

                                OLD REPUBLIC INTERNATIONAL CORPORATION

                                By_____________________________________
                                              A. C. Zucaro, President

     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 13th day of January, 1994.

   Signature                          Title

______________________________    Chairman of the Board,
  A. C. Zucaro                         President, Chief Executive
                                       Officer and Director

______________________________   Chief Financial Officer and
 Paul D. Adams                        Principal Accounting Officer

Anthony F. Colao*                     Director and Senior Vice
                                      President

John C. Collopy*                      Director and Chairman of
                                      Founders Title Group, Inc.

Jimmy A. Dew*                         Director and Executive Vice
                                      President of Republic Mortgage
                                        Insurance Company

Darrel M. Holt*                       Director
Kurt W. Kreyling*                     Director

Peter Lardner*                        Director and President of
                                      Bituminous Casualty Corp.

Wilbur S. Legg*                       Director

John W. Popp*                         Director

William A. Simpson*                   Director and President of
                                      Republic Mortgage Insurance
                                      Company

Arnold L. Steiner*                    Director

William R. Stover*                    Director

David Sursa*                          Director

William White*                        Director

*By:____________________________________
     A. C. Zucaro, Attorney-In-Fact
     Pursuant to a power of attorney

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
trustees (or other persons  who administer the employee benefit  plan) have
duly caused this registration statement  to be signed on its behalf  by the
undersigned,  thereunto duly authorized, in  the City of  South Sioux City,
State of Nebraska on January 13, 1994.

Great West Casualty Company Profit Sharing Plan

By:_________________________________________
     Michael P. Krehbiel
INDEX TO EXHIBITS

Exhibit No.                          Description                       Page

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

   (A)         *Certificates  of  Designations, as  amended,
               with  respect  to Series  A  Preferred Stock,
               Series  B,  Series  C,  Series  D  Cumulative
               Convertible Preferred Stock, Series E
               Convertible Preferred Stock, Series F
               Convertible, Exchangeable Preferred Stock, 
               Series G Convertible Preferred Stock and
               Series H Cumulative Preferred Stock
               (Exhibit 4A to Registrant's Annual Report
               on Form 10-K for 1991).

   (B)         *Form of Indenture dated June 1, 1985 between
               Old Republic International Corporation and
               Morgan Guaranty Trust Company of New York,
               as Trustee, regarding the 11-1/2% Sinking
               Fund Debentures due 2015 (Exhibit 4.3 to
               Form S-3 Registration Statement No. 2-98167).

   (C)         *Form of Indenture dated as of January 15, 
               1988 between Old Republic International
               Corporation and Morgan Guaranty Trust Company
               of New York, as Trustee, regarding the 10%
               Sinking Fund Debentures due 2018 (Exhibit 4D
               to Registrant's Annual Report on Form 10-K
               for 1987).

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

   (E)         *Rights Agreement dated as of June 26,
               1987 between Old Republic International
               Corporation and Morgan Shareholder 
               Services Trust Company
               (Exhibit 4 to Registrant's Quarterly Report
               on Form 10-Q for the quarter ended September
               30, 1987).
EXHIBIT LIST

Exhibit No.                          Description

  (F)          *Form of Indenture dated as of December        
               1, 1988 between Old Republic International
               Corporation and Wilmington Trust Company,
               as Trustee, regarding the 8% Convertible 
               Subordinated Debentures due June 1, 2015
               (Exhibit 4(F) to Registrant's Annual Report 
               on Form 10-K for 1988).

  (G)          *Form of Indenture dated  as of August 15, 1992  between Old
               Republic  International  Corporation  and  Wilmington  Trust
               Company,  as  Trustee,   regarding  the  5-3/4%  Convertible
               Subordinated Debentures due August 15, 2002 (Exhibit 4(G) to
               Registrant's Annual Report on Form 10-K for 1992).

 5(a)          Opinion  of  Spencer LeRoy  III as  to  the validity  of the
               securities being registered.

 5(b)          Internal Revenue  Service determination letter dated  May 3,
               1989.

 10            Great West Casualty Company Profit Sharing Plan

 23(a)         Consent of  Coopers & Lybrand, independent  certified public
               accountants.

 23(b)         Consent of  Spencer LeRoy III  (included as part  of Exhibit
               5).

 24(a)         *Powers  of  Attorney except  for  Mr.  Popp and  Mr.  White
               (Exhibit 25 to Registrant's Annual  Report on Form 10-K  for
               1992).

 24(b)         Powers of Attorney for Mr. Popp and Mr. White.

 28            *Consolidated Schedule  P (Exhibit 29 to Registrant's Annual
               Report on Form 10-K for 1992).

___________

  * Exhibit incorporated herein by reference.
Exhibit 5(a)

OLD REPUBLIC International Corporation
   307 North Michigan Avenuye
   Chicago, Illinois

                                     January 13, 1994

Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601

               RE: Registration Statement on Form S-8

Gentlemen:

     I  am  Senior Vice  President, Secretary  and  General Counsel  of Old
Republic International Corporation, a Delaware corporation (the "Company").
This opinion is rendered  in connection with the Registration  Statement on
Form  S-8   filed  with  the   Securities  and  Exchange   Commission  (the
"Commission") relating  to  the registration  of 23,983.358  shares of  the
Company's  Common  Stock, $1.00  par value  per  share (the  "Shares"), and
participating  interests ("Participations")  pursuant to  the terms  of the
Great  West Casualty  Company Profit  Sharing Plan  (the "Plan").   In this
connection,  I  have  examined   originals  or  copies  identified   to  my
satisfaction of  such documents, corporate and  other records, certificates
and other  papers as I  deemed necessary  to examine for  purposes of  this
opinion,  including  but   not  limited  to  the  Restated  Certificate  of
Incorporation  and By-laws of the  Company, as amended,  resolutions of the
board of directors of the Company, and the Plan.

     It  is  my opinion  that the  Shares  and Participations,  when issued
pursuant to  the Plan will  be legally  issued, and that  the Shares,  when
issued pursuant to the Plan, will be fully paid and non-assessable.

     I  consent  to  the  filing  of this  opinion  as  an  exhibit  to the
Registration Statement and to the reference to  my name under "Interests of
Named Experts and Counsel"  in the Registration Statement and  under "Legal
Opinions" in the related Prospectus.

                                     Very truly yours,

                                     Spencer LeRoy III
                                     Senior Vice President, 
                                     Secretary and General Counsel

WJD:bm
EXHIBIT 5(B)

Internal Revenue Service
District Attorney

P.O. BOX A-3617 DPN20-6
CHICAGO, IL 60690
                                     Employer Identification Number:
Date:  MAY 03, 1989                  47-6024508
                                     File Folder Number
                                     470000079

GREAT WEST CSASUALTY COMPANY AND
 OTHER PLAN EMPLOYERS                Person to Contact:
C/O JP MULHERN                       TECHNICAL SCREENER
MCDERMOTT WILL & EMERY               Contact Telephone Number:
111 WEST MONROE STREET               (312) 435-1040
CHICAGO, IL 60603                    Plan Name:
                                     PROFIT SHARING PLAN

                                     Plan Number: 001

Dear Applicant:

     Based   on  the  information  supplied,   we  have  made  a  favorable
determination  on your  application  identified above.    Please keep  this
letter in your permanent records.

     Continued  qualification  of the  plan will  depend  on its  effect in
operation under its present form.  (See section 1.401-l(b)(3) of the Income
Tax Regulations.)   The status of  the plan in  operation will be  reviewed
periodically.

     The  enclosed document describes the  impact of Notice  86-13 and some
events  that could after you  receive this letter  that would automatically
nullify it without specific notice from us.  The document also explains how
operation  of the  plan may  affect a  favorable determination  letter, and
contains information about filing requirements.

     This letter relates only to the status of your plan under the Internal
Revenue Code.   It  is not  a determination regarding  the effect  of other
Federal or local statues.

     This determination  letter is applicable for  the amendment(s) adopted
on January 21, 1988.

     The form of the  plan satisfies those requirements  of the Tax  Reform
Act of 1986  and the other laws, regulations, revenue  rulings, and notices
listed  in section  4.01 of Rev.  Proc. 88-42,  1988-85 I.R.B.  27 that are
effective for plan years beginning before 1989.

     The information on the enclosed addendum  is an integral part of  this
defemination.  Please be sure to read and keep it with this letter.

     We have sent a copy of this letter to your representative as indicated
in the power of attorney.
GREAT WEST CSASUALTY COMPANY AND

     If you have any  questions concerning this matter, please  contact the
person whose name and telephone number are shown above.

                                Sincerely yours,

                                /s/ R. S. Wintrode, Jr.

                                R. S. Wintrode, Jr.
                                District Director

Enclosures:
Publication 794
PWBA 515
Addendum
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
            (As Amended and Restated Effective January 1, 1989)
TABLE OF CONTENTS

SECTION I  INTRODUCTION
     1.1    Purpose
     1.2    Effective Date, Plan Year
     1.3    Employers
     1.4    Administration of the Plan
     1.5    Funding of Benefits
     1.6    Plan Supplements

SECTION II  ELIGIBILITY
     2.1    Participation
     2.2    Notice of Participation
     2.3    Leave of Absence
     2.4    Controlled Group Member
     2.5    Leased Employees

SECTION III  PARTICIPANT AFTER-TAX CONTRIBUTIONS
     3.1    General.
     3.2    Amount of Participant After-Tax Contributions
     3.3    Deduction or Payment of Participant After-Tax Contributions
     3.4    Variation of Participant After-Tax Contributions
     3.5    Suspension    and    Resumption   of    Participant   After-Tax
            Contributions
     3.6    Earnings
     3.7    ACP Discrimination Test
     3.8    Correction of Excess Aggregate Contributions - ACP Test

SECTION IV  PARTICIPANT PRE-TAX CONTRIBUTIONS
     4.1    Election of Participant
     4.2    Changes in Pre-Tax Contributions
     4.3    Limitations on Contributions
     4.4    Excess Deferrals
     4.5    ADP Discrimination Test
     4.6    Correction of Excess Contributions  - ADP Test
     4.7    Multiple Use Test - ACP/ADP Test

SECTION V  EMPLOYER CONTRIBUTIONS
     5.1    Pre-Tax Contributions
     5.2    Matching Contributions
     5.3    Discretionary Employer Contributions
     5.4    Payment of Employer Contributions
     5.5    Verification of Employer Contributions
     5.6    No Interest in Employers

SECTION VI LIMITATIONS ON ALLOCATIONS
     6.1    General
     6.2    Correction
     6.3    Defined Benefit Plans

SECTION VII  PERIOD OF PARTICIPATION
     7.1    Settlement Date
     7.2    Restricted Participation

SECTION VIII  PROFIT SHARING PLAN COMMITTEE
8.1    Appointment
     8.2    Secretary
     8.3    Duties
     8.4    Decisions
     8.5    Indemnification
     8.6    Compensation
     8.7    Counsel and Agents
     8.8    Records
     8.9    Successor
     8.10   Information to Be Furnished to Committee
     8.11   Funding Policy
     8.12   Resignations
     8.13   Replacements

SECTION IX  INVESTMENTS AND ACCOUNTING
     9.1    Participants' Accounts
     9.2    Investment Funds
     9.3    Elections by Participants
     9.4    Transfers Between Funds
     9.5    Accounting Dates
     9.6    Adjustment of Participant's Accounts
     9.7    Crediting of Participant and Matching Contributions.
     9.8    Allocation    and    Crediting   of    Discretionary   Employee
            Contributions and Remainders
     9.9    Dividends and Other Allocations
     9.10   Voting of Old Republic Stock; Tender Offers
     9.11   Charging Distributions
     9.12   Statement of Account

SECTION X  PAYMENT OF ACCOUNT BALANCES
     10.1   Retirement or Death
     10.2   Resignation or Dismissal
     10.3   Remainders
     10.4   Manner of Distribution
     10.5   Commencement of Distributions
     10.6   Joint and Survivor Annuity
     10.7   Designation of Beneficiaries
     10.8   Missing Participants or Beneficiaries
     10.9   Facility of Payment

SECTION XI  WITHDRAWALS
     11.1   General
     11.2   Withdrawal of Participant After-Tax Contributions
     11.3   Withdrawal of Participant Pre-Tax Contributions
     11.4   Withdrawals of Other Contributions
     11.5   Accounting.
     11.6   Procedures

SECTION XII  LOANS
     12.1   Availability
     12.2   Limitations.
     12.3   Note and Terms
     12.4   Permissible Conditions
     12.5   Accounting
     12.6   Procedures

SECTION XIII  REEMPLOYMENT
13.1   Resumption of Participation
     13.2   Reinstatement of Remainder

SECTION XIV  AMENDMENT AND TERMINATION
     14.1   Amendment
     14.2   Termination
     14.3   Vesting and Distribution on Termination
     14.4   Notice of Amendment or Termination
     14.5   Plan Merger, Consolidation, Etc.

SECTION XV  SPECIAL RULES FOR TOP-HEAVY PLANS
     15.1   Purpose and Effect
     15.2   Top-Heavy Plan
     15.3   Key Employees
     15.4   Minimum Vesting
     15.5   Minimum Employer Contribution
     15.6   Aggregation of Plans
     15.7   No Duplication of Benefits
     15.8   Adjustment of Combined Benefit Limitations

SECTION XVI  CLAIMS PROCEDURES
     16.1   Claims Procedure
     16.2   Review Procedure

SECTION XVII  TRANSFER FROM BITCO SAVINGS PLAN
     17.1   Introduction; Purpose
     17.2   Transfer
     17.3   Transfer of Assets

SECTION XVIII  GENERAL PROVISIONS
     18.1   Information Required by Administrator
     18.2   Uniform Rules
     18.3   Review of Benefit Determinations
     18.4   Administrator's Decision Final
     18.5   Additional Employers
     18.6   Action by Employers
     18.7   Waiver of Notice
     18.8   Gender and Number
     18.9   Controlling Law
     18.10  Employment Rights
     18.11  Litigation by Participants
     18.12  Interests Not Transferable
     18.13  Absence of Guaranty
     18.14  Evidence
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
            (As Amended and Restated Effective January 1, 1989)

     WHEREAS, Great  West Casualty  Company, a corporation  organized under
the  laws of the State  of Nebraska (hereinafter  the "company") heretofore
had  established  and maintained  a  qualified retirement  plan  to provide
retirement benefits for  certain of its employees  known as the  Great West
Casualty Company Profit Sharing Plan (the "plan");

     WHEREAS, the company deems it desirable to amend and  restate the plan
to incorporate changes required  by the Tax  Reform Act of 1986,  Technical
and  Miscellaneous  Revenue  Act of  1988  and  regulations  issued by  the
Internal Revenue Service.

     NOW THEREFORE,  the company  hereby restates  the Great West  Casualty
Company  Profit Sharing  Plan to  provide as  follows effective  January 1,
1989; provided,  however,  that benefits  for an  employee that  terminated
service or retired  prior the effective date  of this restatement  shall be
governed under the  terms of the  plan on the date  of such termination  or
retirement.

                          SECTION I.  INTRODUCTION

A.   Purpose.

     The plan is maintained by  the company to allow eligible employees  to
elect to  defer a portion of their  compensation pursuant to section 401(k)
of the Internal Revenue Code and to enable them to provide for their future
security by accumulating funds and sharing in the profits of the employers.

B.   Effective Date, Plan Year.

     The plan was established as of January 1, 1972 and was known as  First
Greatwest Corporation Employees' Profit  Sharing Plan and Trust.   The plan
was subsequently amended and  restated effective January 1, 1976  and again
August 1, 1982.  The effective date of the amendment and restatement of the
plan as set forth herein is January 1, 1989.  A "plan year" is the calendar
year.

C.   Employers.

     Any subsidiary or affiliate of the company may adopt the plan with the
company's consent, as described in subsection 18.5.  A  "subsidiary" of the
company is any corporation more  than 50 percent of the voting  stock which
is owned,  directly or indirectly, by  the company.  An  "affiliate" of the
company is  any corporation  more than  50 percent of  the voting  stock of
which is owned, directly or indirectly, by the owner or owners of more than
50 percent of the voting stock  of the company.  The company and  any other
subsidiaries or affiliates of company which adopt the plan are  referred to
collectively  as   the  "employers"   and  sometimes  individually   as  an
"employer."  Effective as of January 
1, 1994, the employers are:
Central Data Services, Inc.
               Great West Casualty Company
               Joe Morten & Son, Inc.
               Midwest Insurance, Inc.
               Motor Ways Inc.
               Truckmen's Underwriters Agency, Inc.

D.   Administration of the Plan.

     The plan is  administered by the administrator.   Prior to January  1,
1994, the administrator shall  be the individual trustees (the  "trustees")
appointed by the  company.   Effective January 1,  1994, the  administrator
shall  be the profit sharing  plan committee appointed  pursuant to Section
VIII hereof. The  administrator from time to time may  adopt such rules and
regulations as may  be necessary or desirable for the  proper and efficient
administration  of the  plan and as  are consistent  with the  terms of the
plan.  

E.   Funding of Benefits.

     Funds  contributed  under  the  plan  are  held  and  invested,  until
distribution,  by the  trustees  in accordance  with the  terms of  a trust
agreement between the company and the trustees which implements and forms a
part of the plan.  Assets held by  the trustees are to be invested under  a
group annuity contract issued by Connecticut General Life Insurance Company
(the "insurance company").  Copies of the plan and trust agreement, and any
amendments  thereto, will be  on file with  the trustees where  they may be
examined by any participant or other person entitled to benefits  under the
plan.  The  provisions of and  benefits under the  plan are subject  to the
terms and provisions of the trust agreement.

F.   Plan Supplements.

     The provisions of the plan may be modified by supplements to the plan.
The terms  and provisions of  each supplement are  a part  of the plan  and
supersede  the provisions of the plan to  the extent necessary to eliminate
inconsistencies between the plan and the supplement.

                          SECTION I.  ELIGIBILITY

A.   Participation.

     1.     Each employee of an  employer who is a participant  in the plan
immediately preceding December 31,  1989 will continue as a  participant on
and after that date.  

     2.     Beginning January 1, 1989,  each other employee of an  employer
will become  a participant in the plan on the  first June 30 or December 31
on which he meets both of the following requirements:

            a. he has attained age 21 years; and

            b. he has completed 1,000 hours  of service during the 12-month
               period commencing on his date of hire or during a plan year.
An  "hour of service" means each hour  for which an employee is directly or
indirectly paid or entitled to  payment by an employer for  the performance
of duties and for  reasons other than the  performance of duties  including
each hour  for which back pay,  irrespective of mitigation of  damages, has
been either awarded or agreed to by an employer or controlled group member,
determined and credited in accordance with Department of Labor Reg. Section
2530.200b-2(b) and (c).  Service with an entity that is  a controlled group
member  (but only  service with  such entity  after it became  a controlled
group member) shall be treated as service with an employer for all purposes
under the plan  except subsection  9.8(b).   The administrator  may in  its
discretion give credit  under the plan for service with  an entity prior to
the date  on which it became  a controlled group member  provided that such
prior service credit does not violate section 401(a)(4) of the Code.

     3.     Beginning January 1,  1993, each other employee of  an employer
will  become a  participant in the  plan on  the December  31 following the
later of the first  day he completes an hour of service  (his date of hire)
or his 21st birthday.

B.   Notice of Participation.

     The administrator  will notify each  employee of the date  on which he
becomes  eligible for plan participation. An eligible employee may become a
participant in the plan by signing and filing an enrollment application and
a salary reduction authorization with the administrator at such time and in
such form as the administrator determine.
C.   Leave of Absence.

     A  leave  of  absence will  not  interrupt  continuity  of service  or
participation in the plan.  A "leave of absence" for plan purposes means an
absence from work which is not treated by the employers as a termination of
employment or which is required by law to be treated as a leave of absence.
Leaves  of absence will be granted under rules established by the employers
applied uniformly  to all employees similarly  situated.  In the  case of a
maternity or paternity  absence (as  defined below) which  commences on  or
after January 1, 1985, an employee shall be credited, for  the plan year in
which  he otherwise  would  have incurred  a one-year  break in  service as
defined  in subsection 10.3 (and solely for purposes of determining whether
such  a break  in service has  occurred), with  the hours  of service which
normally  would have been credited to him  but for such absence (or, if the
administrator is  unable to determine  the hours  which would have  been so
credited, 8 hours  for each work day of such absence), but in no event more
than 501  hours for any  one absence.   A "maternity or  paternity absence"
means an  employee's absence  from work  because  of the  pregnancy of  the
employee or birth of a child of the employee, the placement of a child with
the employee in connection with the adoption of such child by the employee,
or for purposes of caring for the child immediately following such birth or
placement.   The  administrator may  require the  employee to  furnish such
information as the administrator considers necessary to establish  that the
employee's absence was for one of the reasons specified above.

D.   Controlled Group Member.

     A "controlled group member" means:

     1.     any corporation which is not an employer but is a member
            of  a  controlled  group  of  corporations  (within  the
            meaning of section 1563(a)  of the Internal Revenue Code
            (the  "Code"),  determined  without  regard  to sections
            1563(a)(4)  and 1563(e)(3)(C) thereof) which contains an
            employer; 

     2.     any trade or business (whether or not incorporated)
            which  is under  common  control  with an  employer
            (within the meaning of section 414(c) of the Code);

     3.     any organization (whether or not incorporated) which is part of
            an  affiliated  service  group  with an  employer  (within  the
            meaning of section 414(m) of the Code); or 

     4.     any  other entity required  to be  aggregated with  an employer
            pursuant to Code section 414(o).  

However, "controlled  group member"  shall not  include any  corporation or
unincorporated   trade  or  business  prior  to  the  date  on  which  such
corporation,  trade or business satisfies the  affiliation or control tests
of (a), (b), (c), or (d) above.

E.   Leased Employees.
Notwithstanding  anything  herein  to  the  contrary,  neither  leased
employees nor temporary employees  (as defined below) shall be  eligible to
participate in the plan.   A "leased employee" means any person  who is not
an employee of the employer, but who has provided services  to the employer
of a  type  which have  historically  (within  the business  field  of  the
employer)  been provided by  employees, on a  substantially full-time basis
for a period  of at least  one year, pursuant to  an agreement between  the
employer  and a  leasing organization.   The  period during which  a leased
employee performs services for the employer shall be taken into account for
purposes of  subsections 2.1 and 10.2  of the plan; unless  (i) such leased
employee is  a participant in  a money purchase pension  plan maintained by
the   leasing   organization  that   provides  a   non-integrated  employer
contribution  rate  of  at  least  10 percent  of  compensation,  immediate
participation  for all employees (except for  those individuals who perform
substantially all of their  services for the leasing organization  or whose
compensation is less than $1,000 in each plan year during the 4-year period
ending with the plan year) and  full and immediate vesting, and (ii) leased
employees do not constitute more than 20 percent of the company's nonhighly
compensated workforce.   A temporary employee is  any employee hired  by an
employer  who is  expected  to be  released  upon a  certain  date or  upon
completion  of certain specified  pre-determined conditions  of employment,
and  who  is classified  on  the records  of  the employer  as  a temporary
employee.

              SECTION II.  PARTICIPANT AFTER-TAX CONTRIBUTIONS

A.   General.

     A   participant  may,   but  is   not  required  to,   make  after-tax
contributions  to  this plan  on  the  terms stated  below  subject to  any
limitations  contained in  the plan.   Such  contributions shall  be called
"participant after-tax contributions".

B.   Amount of Participant After-Tax Contributions.

     (a) Subject to limitations  of subsections 3.7, 4.5 and Section VII, a
participant may elect to make participant after-tax contributions under the
plan  to be credited  to his after-tax  contributions account  for any plan
year, beginning with the plan year in which he becomes a participant, in an
amount not more than ten percent of his earnings (as  defined in subsection
3.6) for that year.  

     (b)  A participant making participant after-tax contributions also may
elect to make  additional participant after-tax contributions  in excess of
those permitted under  the preceding sentence, but only  to the extent that
the  aggregate amount  of participant after-tax  contributions made  by him
since he became a  participant in the plan does  not exceed ten percent  of
his aggregate earnings for plan years in which he has been a participant in
the plan.  

     (c)  Each such election by a participant under this subsection must be
in writing and filed with his employer at such time and in such form as the
employer determines.
C.   Deduction or Payment of Participant After-Tax Contributions.

     Participant after-tax contributions may be made by lump sum payment at
any time  during the plan year;  provided, however, that any  such lump sum
payment  after  December  31,   1993,  shall  not  be  less   than  $1,000.
Participant after-tax  contributions also  may be made  by regular  payroll
deductions  (in an amount not less than two percent of earnings); provided,
however, that no  such contributions can be made by payroll deduction after
December  31, 1993.   A  participant's participant  after-tax contributions
made by  payroll deduction will be  paid to the trustee  within thirty days
after the end of the month in which the deductions were made.

D.   Variation of Participant After-Tax Contributions.

     A participant may elect during each plan year, as of the election date
specified  by the administrator, to change his contribution rate for future
participant  after-tax   contributions  within  the  limits   specified  in
subsection 3.2 above by filing a written request to do so with his employer
at  least fifteen days in advance  of the date on which  the election is to
take effect.

E.   Suspension and Resumption of Participant After-Tax Contributions.

     A participant  may elect at any time to suspend his participant after-
tax contributions made by  payroll deduction by filing a written request to
do so with  his employer at least  fifteen days in  advance of the date  on
which the election is to take effect.  If a participant shall become absent
from employment on account of a leave of absence, his participant after-tax
contributions  shall be suspended effective  as of the  date payment of his
earnings  ceases  and  until  payment  of  his  earnings  is  resumed.    A
participant  who  has elected  to  suspend contributions  pursuant  to this
subsection may subsequently elect  (but not sooner than three  months after
the  date  such  contributions  were  last  suspended)  to  resume  payroll
deductions  of  participant after-tax  contributions  by  filing a  written
request to do so with his employer at least  fifteen days in advance of the
date on which the election is to take effect.

F.   Earnings.

     A participant's "earnings" for  any year shall mean the  total salary,
overtime  pay, and cash  bonuses that  are paid to  him by an  employer for
services rendered by him to  the employer and subject to tax  under section
3101(a)  of  the  Code  (but  without  the  dollar  limitation  of  section
3121(a)(1)   of  the  Code)  plus  contributions  made  on  behalf  of  the
participant pursuant to the  participant's salary reduction agreement under
any plan  sponsored by  an employer  which plan meets  the requirements  of
either sections 401(a) and 401(k) of the Code or section 125 of the Code.

     The earnings of  a employee for  any plan year  beginning on or  after
January 1, 1989  for determining benefits  under the plan shall  not exceed
$200,000 ($150,000 for plan years beginning after 1993), as adjusted by the
Secretary  of Treasury to take  into account cost-of-living increases under
Code sections  401(a)(17) and 415(d).   In  determining the earnings  of an
employee  for  purposes  of this  limitation,  the  rules  of Code  section
414(q)(6) shall apply,  except in  applying such rules,  the term  "family"
shall include only the spouse of the participant and any lineal descendants
of the participant  who have not  attained age 19  before the close  of the
year.  If, as a result of the application of such rules the adjusted dollar
limitation  is exceeded, then   the limitation shall  be prorated among the
affected  individuals  in proportion  to  each  such individual's  earnings
determined  under  this subsection  3.6 prior  to  the application  of this
limitation.

G.   ACP Discrimination Test.

     Pre-tax contributions to this plan for any plan year shall not  exceed
the  maximum  amount permitted  under Code  section 401(m)(2)  and Treasury
Regulation    1.401(m)-1(b)(2)  of  the   regulations  thereunder.    These
provisions are incorporated herein by reference and generally require that:

     1.     the ACP  for eligible  highly compensated employees  not exceed
            that  of  all  other  eligible  employees  by  more  than   two
            percentage  points,  and  that  the  ACP  for  eligible  highly
            compensated  employees  be not  more  than  that  of all  other
            eligible employees multiplied by 2.0; or

     2.     the  ACP of  eligible highly  compensated employees  not exceed
            that of the other eligible employees multiplied by 1.25.

     The  "ACP" of a group of eligible  employees for a plan year means the
average  of the ratios (determined separately for each eligible employee in
such  group) of:  (i)  the participant after-tax  contributions credited to
each  such eligible  employee's account  (as described  in subsection  9.1)
under  this plan  for  such  plan year;  to  (ii)  the eligible  employee's
earnings (as defined  in subsection 3.6) for such plan  year.  For purposes
of  the preceding sentence, in computing  the ACP for any eligible employee
who  is a highly compensated employee and  who is eligible to have employee
after-tax or employer matching  contributions other than qualified matching
contributions  allocated to his accounts under two or more plans maintained
by the employer and described in sections 401(a) or 401(k)  of the Internal
Revenue Code,  the employee  after-tax and employer  matching contributions
credited  to such  highly compensated  employee's accounts  under all  such
plans shall be aggregated.

     For purposes of applying the limitations on contributions described in
this subsection  3.7 and  subsection 4.5,  a "highly compensated  employee"
means any  present or former  eligible employee who, during  the current or
immediately preceding plan year:

     (A)    was a 5  percent owner  of the employer  or a controlled  group
            member;

     (B)    received   annual  compensation   from   the  employer   and/or
            controlled group member  of more than $75,000 (or  such greater
            amount as  may be  determined by  the Commissioner of  Internal
            Revenue for that year);
(C)    received   annual   compensation  from   the   employer  and/or
            controlled group member of  more than $50,000 (or such  greater
            amount as  may be  determined by  the Commissioner  of Internal
            Revenue  for that  year) and  was in  the top-paid  20%  of the
            employees; or

     (D)    was  an officer of the  employer and/or controlled group member
            receiving  annual   compensation  greater   than  50%   of  the
            limitation in effect under section 415(b)(1)(A) of the Internal
            Revenue Code; provided, that  for purposes of this subparagraph
            (D), no more than 50 employees  of the employer (or if  lesser,
            the  greater of  3 employees  or 10  percent of  the employees)
            shall be treated as officers.

H.   Correction of Excess Aggregate Contributions - ACP Test.

     The  administrator  shall,  to  the  extent  necessary   to  meet  the
requirements of subsection 3.7, on or before March 15 following  the end of
the plan  year, but in no event later than  the close of the following plan
year,  distribute  excess  aggregate  contributions  (participant after-tax
contributions in excess  of the  limitations of subsection  3.7) to  highly
compensated employees together with any income and minus any loss allocable
to  such  excess aggregate  contributions  for  the  year of  contribution,
beginning  with  the  highest  ACPs  until  either  such  requirements  are
satisfied  or the  next highest  ACP of  a highly  compensated employee  is
reached.   This  process shall  continue  until the  plan conforms  to  the
requirements described in subsection 3.7.  However, if a highly compensated
employee's ACP is determined  by use of the family  aggregation rules under
Code    414(q)(6)  and if  such ACP  must be  reduced pursuant  to Treasury
Regulation   1.401(m)-1(e)(2), such highly compensated employee's ACP shall
be  reduced by  allocating the  excess contributions  for the  family group
among the family  members in  proportion to each  family member's  matching
contributions.