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)

                 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:
                                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       $16.86        $8,430,000        $2,225.52
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 June 26, 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 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,  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  held on May 19, 2000,  which are incorporated by
reference in such Annual Report on Form 10-K), and as further amended on June 5,
2000).

         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 May 31, 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.



                                        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.

  5(B)        *   Internal   Revenue  Service  determination  letter  dated  May
                  3, 1989 (Exhibit 5(b) to the Registrant's S-8 Registration No.
                  33-52069 dated January 28, 1994.)

 10           *   Great  West Casualty Company Profit Sharing Plan.  (Exhibit 10
                  to  the  Registrant's  S-8  Registration  No.  33-52069  dated
                  January 28, 1994.)

 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 1999).


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




                                        3

<PAGE>

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.


                                        4

<PAGE>

         (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.







                                        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 26th day of
June, 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 26th day of June, 2000.


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

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


    /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*




                                        6

<PAGE>



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


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



    /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.*


*By:   /s/ A. C. Zucaro
    --------------------------------
     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 June 26, 2000.


Great West Casualty Insurance Company Profit Sharing Plan


By:         /s/ Allen J. Johnson
   ------------------------------------------------------

                                        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.

   5(B)            *  Internal  Revenue   Service  determination  letter   dated
                      May 3, 1989 (Exhibit   5(b)   to  the   Registrant's   S-8
                      Registration No. 33-52069 dated January 28, 1994).


                                        8

<PAGE>

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

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

  10               *  Great  West  Casualty Company Profit Sharing Plan (Exhibit
                      10 to the Registrant's S-8 Registration No. 33-52009 dated
                      January 28, 1994).


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

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

  24                  Powers of Attorney

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



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





















                                        9
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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)

                 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:
                                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       $16.86        $8,430,000        $2,225.52
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 June 26, 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 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,  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  held on May 19, 2000,  which are incorporated by
reference in such Annual Report on Form 10-K), and as further amended on June 5,
2000).

         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 May 31, 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.

                                        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.

  5(B)        *   Internal   Revenue  Service  determination  letter  dated  May
                  3, 1989 (Exhibit 5(b) to the Registrant's S-8 Registration No.
                  33-52069 dated January 28, 1994.)

 10           *   Great  West Casualty Company Profit Sharing Plan.  (Exhibit 10
                  to  the  Registrant's  S-8  Registration  No.  33-52069  dated
                  January 28, 1994.)

 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 1999).

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

                                        3
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.

                                        4
(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.

                                        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 26th day of
June, 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 26th day of June, 2000.

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

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

    /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*

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

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

    /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.*

*By:   /s/ A. C. Zucaro
    --------------------------------
     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 June 26, 2000.

Great West Casualty Insurance Company Profit Sharing Plan

By:         /s/ Allen J. Johnson
   ------------------------------------------------------

                                        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.

   5(B)            *  Internal  Revenue   Service  determination  letter   dated
                      May 3, 1989 (Exhibit   5(b)   to  the   Registrant's   S-8
                      Registration No. 33-52069 dated January 28, 1994).

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

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

  10               *  Great  West  Casualty Company Profit Sharing Plan (Exhibit
                      10 to the Registrant's S-8 Registration No. 33-52009 dated
                      January 28, 1994).

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

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

  24                  Powers of Attorney

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

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

                                        9