Registration No.



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

                                    FORM S-8

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

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

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

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

         1992 OLD REPUBLIC INTERNATIONAL CORPORATION NON-QUALIFIED STOCK
                                   OPTION 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       4,000,000       $ 27.52       $110,080,000     $ 27,520
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
                  March 29, 2001.

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

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Old Republic International Corporation
(the "Company") or the 1992 Old Republic International Corporation Non-Qualified
Stock Option 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, 2000 (including  those portions of the Company's  definitive proxy statement
for  the  Annual  Meeting  of  Shareholders  held  on May 25,  2001,  which  are
incorporated by reference in such Annual Report on Form 10-K).

         2. 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 March 15, 2001,
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 2/10ths of 1% of the Corporation's Common
Stock.

                                        1
<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)    *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).

                                        2
<PAGE>

  (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.


 10      Amended  and  Restated  1992  Old  Republic  International  Corporation
         Non-Qualified Stock Option Plan.

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


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


 24      Powers of Attorney.


 28      *Consolidated  Schedule P (Exhibit 28 to  Registrant's Annual Report on
         Form 10-K for 2000).

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

                                        3
<PAGE>

Item 9.  UNDERTAKINGS


         The undersigned registrant hereby undertakes:

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


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

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

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

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


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

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

                                        4
<PAGE>

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

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

                                        5
<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 2nd day of
April, 2001.


                     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 2nd day of April, 2001.


         Signature                                  Title


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


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


------------------------------                Director
Harrington Bischof*


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


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


                                        6
<PAGE>



------------------------------                Director
Kurt W. Kreyling*


------------------------------                Director and Chairman of the
Peter Lardner*                                Board of Bituminous
                                              Casualty Corp.


------------------------------                Director
Wilbur S. Legg*


------------------------------                Director
John W. Popp*


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


------------------------------                Director
Arnold L. Steiner*


------------------------------                Director
David Sursa*


------------------------------                Director
William G. White, Jr.*



*By:   /s/ A. C. Zucaro
    --------------------------------
    A. C. Zucaro, Attorney-In-Fact
    Pursuant to a Power of Attorney
    dated March 22, 2001

                                        7
<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.

 10               Amended   and   Restated  1992  Old   Republic   International
                  Corporation Non-Qualified Stock Option Plan.

 23(A)            Consent  of  PricewaterhouseCoopers  LLP,  independentd public
                  accountants.

                                        8
<PAGE>

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

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

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

 24               Powers of Attorney

 28               *Consolidated   Schedule   P  (Exhibit  28   to  Registrant's
                  Annual Report on Form 10-K for 2000).


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

                                        9
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Registration No.

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

                                    FORM S-8

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

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

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

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

         1992 OLD REPUBLIC INTERNATIONAL CORPORATION NON-QUALIFIED STOCK
                                   OPTION 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       4,000,000       $ 27.52       $110,080,000     $ 27,520
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
                  March 29, 2001.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Old Republic International Corporation
(the "Company") or the 1992 Old Republic International Corporation Non-Qualified
Stock Option 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, 2000 (including  those portions of the Company's  definitive proxy statement
for  the  Annual  Meeting  of  Shareholders  held  on May 25,  2001,  which  are
incorporated by reference in such Annual Report on Form 10-K).

         2. 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 March 15, 2001,
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 2/10ths of 1% of the Corporation's Common
Stock.

                                        1
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)    *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).

                                        2
(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.

 10      Amended  and  Restated  1992  Old  Republic  International  Corporation
         Non-Qualified Stock Option Plan.

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

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

 24      Powers of Attorney.

 28      *Consolidated  Schedule P (Exhibit 28 to  Registrant's Annual Report on
         Form 10-K for 2000).

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

                                        3
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.

                                        4
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.

                                        5
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 2nd day of
April, 2001.

                     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 2nd day of April, 2001.

         Signature                                  Title

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

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

------------------------------                Director
Harrington Bischof*

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

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

                                        6
------------------------------                Director
Kurt W. Kreyling*

------------------------------                Director and Chairman of the
Peter Lardner*                                Board of Bituminous
                                              Casualty Corp.

------------------------------                Director
Wilbur S. Legg*

------------------------------                Director
John W. Popp*

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

------------------------------                Director
Arnold L. Steiner*

------------------------------                Director
David Sursa*

------------------------------                Director
William G. White, Jr.*

*By:   /s/ A. C. Zucaro
    --------------------------------
    A. C. Zucaro, Attorney-In-Fact
    Pursuant to a Power of Attorney
    dated March 22, 2001

                                        7
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.

 10               Amended   and   Restated  1992  Old   Republic   International
                  Corporation Non-Qualified Stock Option Plan.

 23(A)            Consent  of  PricewaterhouseCoopers  LLP,  independentd public
                  accountants.

                                        8
INDEX TO EXHIBITS
                                -----------------

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

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

 24               Powers of Attorney

 28               *Consolidated   Schedule   P  (Exhibit  28   to  Registrant's
                  Annual Report on Form 10-K for 2000).

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

                                        9