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)

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

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

             REPUBLIC MORTGAGE INSURANCE 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:
                                William J. Dasso
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601

<PAGE>



                         CALCULATION OF REGISTRATION FEE

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

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

Common
Stock, par      500,000         $17.28          $8,640,000       $2,280.96
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 May 12, 2000.

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 Republic Mortgage  Insurance 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,  1999,  as  amended  under  cover of Form  10-K/A  filed by April  30,  2000
(including  those portions of the Company's  definitive  proxy statement for the
Annual  Meeting  of  Shareholders  to  be  held  on  May  19,  2000,  which  are
incorporated by reference in such Annual Report on Form 10-K).

         2. The Company's Quarterly Report on Form 10-Q for  the  quarter  ended
 March 31, 2000.

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

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


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

         The validity of the shares of Common Stock and participating  interests
offered  under the Plan has been passed upon by Spencer  LeRoy III,  Senior Vice
President,  Secretary and General Counsel of the Company.  As of April 25, 2000,
Mr.  LeRoy  owned  stock and had options to  purchase  stock  granted  under the
Corporation's  Employee Stock Plan, which are exercisable  within 60 days, which
in the aggregate  represents less than 1/10th of 1% of the Corporation's  Common
Stock.

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

         Section 145 of the Delaware General Corporation Law contains provisions
under which  corporations  organized  thereunder  are  permitted  or required in
certain  circumstances  to  indemnify  directors,  officers  and others  against
certain   liabilities  and  permitted  to  maintain   insurance  to  cover  such
liabilities and

                                        1

<PAGE>

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)         *   Certificate  of  Designation   with respect to Series A Junior
                  Participating  Preferred  Stock (Exhibit 4.1 to Form 8-K filed
                  May 30, 1997).

  (B)         *   Certificate   of   Designation  with  respect   to Series  G-2
                  Convertible  Preferred  Stock  (Exhibit  4(A) to  Registrant's
                  Annual Report on Form 10-K for 1995).

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

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

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

                                        2

<PAGE>

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

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

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

 5(B)             Internal Revenue Service determination letter  dated  April 3,
                  1995.

10                Republic Mortgage Insurance Company Profit Sharing Plan.

23(A)             Consent of PricewaterhouseCoopers, independent accountants.

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

24            *   Powers of Attorney (Exhibit 24 to  Registrant's Annual  Report
                  on Form 10-K for 1999).

28            *   Consolidated   Schedule  P (Exhibit 28 to Registrant's  Annual
                  Report on Form 10-K for 1999).
------------
  * 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

                                        3

<PAGE>

                         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.


                                        4

<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 17th day of May,
2000.


                                         OLD REPUBLIC INTERNATIONAL CORPORATION

                                         By        /s/ A. C. Zucaro
                                           ------------------------------------
                                                 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 8th day of May, 2000.

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

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


   /s/ Paul D. Adams                    Senior Vice President, Chief
-----------------------------           Financial Officer and Treasurer
       Paul D. Adams


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


   /s/ Anthony F. Colao                 Director and Chairman of
 ----------------------------           Old Republic RE, Inc.
       Anthony F. Colao


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


   /s/ Kurt W. Kreyling                 Director
-----------------------------
       Kurt W. Kreyling


   /s/ Peter Lardner                    Director and Chief Executive
-----------------------------           Officer of Bituminous Casualty
       Peter Lardner                    Corporation




                                        5

<PAGE>


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


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


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


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


   /s/ David Sursa                      Director
-----------------------------
       David Sursa


   /s/ William G. White, Jr.            Director
-----------------------------
       William G. White, Jr.





         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 Winston-Salem,  State of
North Carolina on May 8, 2000.


Republic Mortgage Insurance Company Profit Sharing Plan



By:          /s/ John E. Gerke
   -------------------------------------



                                        6

<PAGE>

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


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

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

   (A)                *    Certificate  of  Designation with respect to Series A
                           Junior Participating  Preferred Stock (Exhibit 4.1 to
                           Form 8-K filed May 30, 1997).

   (B)                *    Certificate of   Designation  with  respect to Series
                           G-2  Convertible  Preferred  Stock (Exhibit  4(A)  to
                           Registrant's Annual Report on Form 10-K for 1995).

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

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

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

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

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

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

  5(B)                     Internal  Revenue Service  determination letter dated
                           April 3, 1995.

 10                        Republic  Mortgage Insurance  Company Profit  Sharing
                           Plan

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

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

                                        7

<PAGE>

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


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


 24                   *    Powers  of  Attorney  (Exhibit   24  to  Registrant's
                           Annual Report on Form 10-K for 1999).

 28                   *    Consolidated  Schedule P (Exhibit  28 to Registrant's
                           Annual Report on Form 10-K for 1999).

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




                                        8
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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)

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

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

             REPUBLIC MORTGAGE INSURANCE 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:
                                William J. Dasso
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601
CALCULATION OF REGISTRATION FEE

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

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

Common
Stock, par      500,000         $17.28          $8,640,000       $2,280.96
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 May 12, 2000.

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 Republic Mortgage  Insurance 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,  1999,  as  amended  under  cover of Form  10-K/A  filed by April  30,  2000
(including  those portions of the Company's  definitive  proxy statement for the
Annual  Meeting  of  Shareholders  to  be  held  on  May  19,  2000,  which  are
incorporated by reference in such Annual Report on Form 10-K).

         2. The Company's Quarterly Report on Form 10-Q for  the  quarter  ended
 March 31, 2000.

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

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

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

         The validity of the shares of Common Stock and participating  interests
offered  under the Plan has been passed upon by Spencer  LeRoy III,  Senior Vice
President,  Secretary and General Counsel of the Company.  As of April 25, 2000,
Mr.  LeRoy  owned  stock and had options to  purchase  stock  granted  under the
Corporation's  Employee Stock Plan, which are exercisable  within 60 days, which
in the aggregate  represents less than 1/10th of 1% of the Corporation's  Common
Stock.

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

         Section 145 of the Delaware General Corporation Law contains provisions
under which  corporations  organized  thereunder  are  permitted  or required in
certain  circumstances  to  indemnify  directors,  officers  and others  against
certain   liabilities  and  permitted  to  maintain   insurance  to  cover  such
liabilities and

                                        1
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)         *   Certificate  of  Designation   with respect to Series A Junior
                  Participating  Preferred  Stock (Exhibit 4.1 to Form 8-K filed
                  May 30, 1997).

  (B)         *   Certificate   of   Designation  with  respect   to Series  G-2
                  Convertible  Preferred  Stock  (Exhibit  4(A) to  Registrant's
                  Annual Report on Form 10-K for 1995).

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

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

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

                                        2
(F)         *   Supplemental   Indenture  No. 1   dated   as  of June 16, 1997
                  supplementing the Indenture (Exhibit 4.3 to Registrant's  Form
                  8-A filed June 16, 1997).

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

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

 5(B)             Internal Revenue Service determination letter  dated  April 3,
                  1995.

10                Republic Mortgage Insurance Company Profit Sharing Plan.

23(A)             Consent of PricewaterhouseCoopers, independent accountants.

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

24            *   Powers of Attorney (Exhibit 24 to  Registrant's Annual  Report
                  on Form 10-K for 1999).

28            *   Consolidated   Schedule  P (Exhibit 28 to Registrant's  Annual
                  Report on Form 10-K for 1999).
------------
  * 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

                                        3
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.

                                        4
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 17th day of May,
2000.

                                         OLD REPUBLIC INTERNATIONAL CORPORATION

                                         By        /s/ A. C. Zucaro
                                           ------------------------------------
                                                 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 8th day of May, 2000.

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

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

   /s/ Paul D. Adams                    Senior Vice President, Chief
-----------------------------           Financial Officer and Treasurer
       Paul D. Adams

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

   /s/ Anthony F. Colao                 Director and Chairman of
 ----------------------------           Old Republic RE, Inc.
       Anthony F. Colao

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

   /s/ Kurt W. Kreyling                 Director
-----------------------------
       Kurt W. Kreyling

   /s/ Peter Lardner                    Director and Chief Executive
-----------------------------           Officer of Bituminous Casualty
       Peter Lardner                    Corporation

                                        5
/s/ Wilbur S. Legg                   Director
-----------------------------
       Wilbur S. Legg

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

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

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

   /s/ David Sursa                      Director
-----------------------------
       David Sursa

   /s/ William G. White, Jr.            Director
-----------------------------
       William G. White, Jr.

         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 Winston-Salem,  State of
North Carolina on May 8, 2000.

Republic Mortgage Insurance Company Profit Sharing Plan

By:          /s/ John E. Gerke
   -------------------------------------

                                        6
INDEX TO EXHIBITS
                                -----------------

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

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

   (A)                *    Certificate  of  Designation with respect to Series A
                           Junior Participating  Preferred Stock (Exhibit 4.1 to
                           Form 8-K filed May 30, 1997).

   (B)                *    Certificate of   Designation  with  respect to Series
                           G-2  Convertible  Preferred  Stock (Exhibit  4(A)  to
                           Registrant's Annual Report on Form 10-K for 1995).

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

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

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

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

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

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

  5(B)                     Internal  Revenue Service  determination letter dated
                           April 3, 1995.

 10                        Republic  Mortgage Insurance  Company Profit  Sharing
                           Plan

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

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

                                        7
INDEX TO EXHIBITS
                                -----------------

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

 24                   *    Powers  of  Attorney  (Exhibit   24  to  Registrant's
                           Annual Report on Form 10-K for 1999).

 28                   *    Consolidated  Schedule P (Exhibit  28 to Registrant's
                           Annual Report on Form 10-K for 1999).

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

                                        8