SECURITIES AND EXCHANGE COMMISSION
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                    FORM 10-Q

     [X] Quarterly report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended March 31, 2001 or
     [ ] Transition report pursuant to section 13 or 15(d) of the Securities
         Exchange Act of 1934


Commission File Number  0-4625


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


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


307 North Michigan Avenue,  Chicago,  Illinois                      60601
- --------------------------------------------------------------------------------
(Address of principal executive office)                           (Zip Code)


Registrant's telephone number, including area code: 312-346-8100



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes _X_ No ____


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the close of the period covered by this report.



                                                   Shares Outstanding
                  Class                              March 31, 2001
       ---------------------------                --------------------
       Common Stock / $1 par value                     118,553,245






                  There are 13 pages contained in this report.


                                                                               2





                     OLD REPUBLIC INTERNATIONAL CORPORATION

                      Report on Form 10-Q / March 31, 2001

                                      INDEX
- --------------------------------------------------------------------------------

                                                                        PAGE NO.
                                                                        --------

PART  I  FINANCIAL INFORMATION:

          CONSOLIDATED SUMMARY BALANCE SHEETS                              3

          CONSOLIDATED SUMMARY STATEMENTS OF INCOME                        4

          CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME                  5

          CONSOLIDATED STATEMENTS OF CASH FLOWS                            6

          NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS             7 - 9

          MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND
             RESULTS  OF  OPERATIONS                                    10 & 11


PART II    OTHER  INFORMATION                                           12 & 13



                                                                               3


                     OLD REPUBLIC INTERNATIONAL CORPORATION
                 CONSOLIDATED SUMMARY BALANCE SHEETS (Unaudited)
                                 ($ in Millions)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                      March 31,       December 31,
                                                                                                        2001              2000
                                                                                                  ----------------  ----------------
                                                                                                              
              Assets

Investments:  Held to maturity:
                Fixed maturity securities (at amortized cost) (fair value: $2,104.1 and $2,106.2)       $2,046.1          $2,078.0
                Other long-term investments (at cost)                                                       62.0              55.2
                                                                                                  ----------------  ----------------
                Total                                                                                    2,108.2           2,133.3
                                                                                                  ----------------  ----------------
              Available for sale:
                Fixed maturity securities (at fair value) (cost: $2,332.3 and $2,219.2)                  2,380.7           2,232.2
                Equity securities (at fair value) (cost: $254.8 and $238.7)                                284.9             295.5
                Short-term investments (at fair value which approximates cost)                             339.9             378.0
                                                                                                  ----------------  ----------------
                Total                                                                                    3,005.6           2,905.8
                                                                                                  ----------------  ----------------
              Total investments                                                                          5,113.8           5,039.1
                                                                                                  ----------------  ----------------

Other Assets: Cash                                                                                          30.8              33.0
              Accrued investment income                                                                     70.2              72.0
              Accounts and notes receivable                                                                413.5             302.0
              Reinsurance balances and funds held                                                           67.8              71.0
              Reinsurance recoverable: Paid losses                                                          29.9              36.1
                                       Policy and claim reserves                                         1,337.2           1,350.4
              Deferred policy acquisition costs                                                            163.8             148.1
              Sundry assets                                                                                225.7             229.4
                                                                                                  ----------------  ----------------
                                                                                                         2,339.2           2,242.2
                                                                                                  ----------------  ----------------
                  Total Assets                                                                          $7,453.0          $7,281.4
                                                                                                  ================  ================

- ------------------------------------------------------------------------------------------------------------------------------------
              Liabilities, Preferred Stock and
                    Common Shareholders' Equity

Liabilities:  Future policy benefits                                                                      $113.1            $120.6
              Losses, claims and settlement expenses                                                     3,370.8           3,389.5
              Unearned premiums                                                                            519.0             397.5
              Other policyholders' benefits and funds                                                       46.5              45.7
                                                                                                  ----------------  ----------------
                   Total policy liabilities and accruals                                                 4,049.5           3,953.4
              Commissions, expenses, fees and taxes                                                        134.9             140.9
              Reinsurance balances and funds                                                               117.0             119.2
              Federal income tax payable: Current                                                           13.6               5.6
                                          Deferred                                                         314.6             289.8
              Debt                                                                                         229.0             238.0
              Sundry liabilities                                                                            75.1              94.8
                                                                                                  ----------------  ----------------
                   Total liabilities                                                                     4,933.9           4,842.0
                                                                                                  ----------------  ----------------

Preferred
Stock:        Convertible preferred stock                                                                    0.3               0.7
                                                                                                  ----------------  ----------------

Common        Common stock                                                                                 121.7             121.4
Shareholders' Additional paid-in capital                                                                   212.2             207.8
Equity:       Retained earnings                                                                          2,173.7           2,106.4
              Accumulated other comprehensive income                                                        43.6              35.6
              Treasury stock (at cost)                                                                     (32.6)            (32.6)
                                                                                                  ----------------  ----------------
                   Total Common Shareholders' Equity                                                     2,518.7           2,438.7
                                                                                                  ----------------  ----------------
                   Total Liabilities, Preferred Stock
                    and Common Shareholders' Equity                                                     $7,453.0          $7,281.4
                                                                                                  ================  ================


See accompanying notes.


                                                                               4


                     OLD REPUBLIC INTERNATIONAL CORPORATION
              CONSOLIDATED SUMMARY STATEMENTS OF INCOME (Unaudited)
                    ($ in Millions, Except Common Share Data)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                           Quarters Ended
                                                                                                              March 31,
                                                                                                  ----------------------------------
                                                                                                        2001              2000
                                                                                                  ----------------  ----------------
                                                                                                              
Revenues:      Net premiums earned                                                                        $406.3            $380.2
               Title, escrow and other fees                                                                 49.8              39.0
                                                                                                  ----------------  ----------------
                  Sub-total                                                                                456.2             419.3
               Net investment income                                                                        68.4              67.8
               Realized investment gains                                                                    14.6               0.9
               Other income                                                                                  8.2               5.1
                                                                                                  ----------------  ----------------
                  Net revenues                                                                             547.5             493.2
                                                                                                  ----------------  ----------------

Expenses:      Benefits, claims and settlement expenses                                                    201.7             198.5
               Underwriting, acquisition and
                  insurance expenses                                                                       219.9             211.9
               Interest and other expenses                                                                   5.2               5.0
                                                                                                  ----------------  ----------------
                  Total expenses                                                                           426.9             415.4
                                                                                                  ----------------  ----------------
               Income before income taxes and items below                                                  120.6              77.7
                                                                                                  ----------------  ----------------

Income Taxes:  Currently payable                                                                            18.2               5.6
               Deferred                                                                                     19.4              17.4
                                                                                                  ----------------  ----------------
                  Total income taxes                                                                        37.6              23.0
                                                                                                  ----------------  ----------------
                                                                                                            82.9              54.6
               Other items - net                                                                             1.0               0.6
                                                                                                  ----------------  ----------------
Net Income:                                                                                                $83.9             $55.3
                                                                                                  ================  ================




Net Income
Per Share:     Basic                                                                                       $0.71             $0.46
                                                                                                  ================  ================
               Diluted                                                                                     $0.70             $0.46
                                                                                                  ================  ================


Dividends Per
Common Share:  Cash dividends                                                                              $0.14             $0.13
                                                                                                  ================  ================


               Average number of common and common equivalent shares
                 outstanding:
                          Basic                                                                      118,536,809       120,878,838
                                                                                                  ================  ================
                          Diluted                                                                    120,150,401       121,196,969
                                                                                                  ================  ================






See accompanying notes.


                                                                               5


                     OLD REPUBLIC INTERNATIONAL CORPORATION
           CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
                                 ($ in Millions)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                           Quarters Ended
                                                                                                              March 31,
                                                                                                  ----------------------------------
                                                                                                        2001              2000
                                                                                                  ----------------  ----------------
                                                                                                              
Net income as reported                                                                                     $83.9              $55.3
                                                                                                  ----------------  ----------------

Other comprehensive income (loss):
  Foreign currency translation adjustment                                                                   (1.8)              (0.3)
                                                                                                  ----------------  ----------------
  Unrealized gains (losses) on securities:
    Unrealized gains (losses) arising during period                                                         29.8               (7.6)
    Less: elimination of pre-tax realized gains
      included in income as reported                                                                        14.6                0.9
                                                                                                  ----------------  ----------------
    Pre-tax unrealized gains (losses) on securities
      carried at market value                                                                               15.2               (8.5)
    Deferred income taxes (credits)                                                                          5.3               (2.9)
                                                                                                  ----------------  ----------------
    Net unrealized gains (losses) on securities                                                              9.9               (5.5)
                                                                                                  ----------------  ----------------
  Net adjustments                                                                                            8.0               (5.9)
                                                                                                  ----------------  ----------------

Comprehensive income                                                                                       $91.9              $49.4
                                                                                                  ================  ================






See accompanying notes.


                                                                               6


                     OLD REPUBLIC INTERNATIONAL CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
                                 ($ in Millions)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                           Quarters Ended
                                                                                                              March 31,
                                                                                                  ----------------------------------
                                                                                                        2001              2000
                                                                                                  ----------------  ----------------
                                                                                                              
Cash flows from operating activities:
   Net income                                                                                              $83.9              $55.3
   Adjustment to reconcile net income to
   net cash provided by operating activities:
      Deferred policy acquisition costs                                                                    (15.6)               4.5
      Premiums and other receivables                                                                         0.7               14.3
      Unpaid claims and related items                                                                       (8.6)             (23.0)
      Future policy benefits and policyholders' funds                                                        5.1               (8.6)
      Income taxes                                                                                          27.7               21.6
      Reinsurance balances and funds                                                                         7.3                4.0
      Accounts payable, accrued expenses and other                                                         (13.0)              (7.4)
                                                                                                  ----------------  ----------------
   Total                                                                                                    87.5               60.7
                                                                                                  ----------------  ----------------

Cash flows from investing activities:
   Sales of fixed maturity securities:
      Held to maturity:
         Maturities and early calls                                                                         48.3               58.1
      Available for sale:
         Maturities and early calls                                                                         49.2               25.9
         Other                                                                                              28.3               30.8
   Sales of equity securities                                                                               22.6                5.9
   Sales of other investments                                                                                1.1                0.9
   Sales of fixed assets for company use                                                                     0.4                0.1
   Purchases of fixed maturity securities:
      Held to maturity                                                                                     (17.1)              (2.2)
      Available for sale                                                                                  (195.6)            (130.2)
   Purchases of equity securities                                                                          (38.7)             (41.1)
   Purchases of other investments                                                                           (1.1)             (12.1)
   Purchases of fixed assets for company use                                                                (2.8)              (2.9)
   Other-net                                                                                                 0.7               (5.5)
                                                                                                  ----------------  ----------------
   Total                                                                                                  (104.6)             (72.4)
                                                                                                  ----------------  ----------------

Cash flows from financing activities:
   Increase in term loans                                                                                    ---               47.0
   Issuance of preferred and common stocks                                                                   3.3                1.4
   Repayments of term loans                                                                                 (9.0)               ---
   Redemption of debentures and notes                                                                       (0.2)              (0.5)
   Dividends on common shares                                                                              (16.5)             (15.5)
   Dividends on preferred shares                                                                             ---                ---
   Purchase of treasury stock                                                                                ---              (43.8)
   Other-net                                                                                                (0.6)               ---
                                                                                                  ----------------  ----------------
   Total                                                                                                   (23.1)             (11.4)
                                                                                                  ----------------  ----------------

Increase (decrease) in cash and short-term investments                                                     (40.2)             (23.0)
   Cash and short-term investments, beginning of period                                                    411.0              294.1
                                                                                                  ----------------  ----------------
   Cash and short-term investments, end of period                                                         $370.8             $271.1
                                                                                                  ================  ================

Supplemental disclosure of cash flow information:
   Cash paid during the period for: Interest                                                                $1.8               $1.7
                                                                                                  ================  ================
                                    Income taxes                                                            $9.3               $1.9
                                                                                                  ================  ================






See accompanying notes.


                                                                               7

                     OLD REPUBLIC INTERNATIONAL CORPORATION
         NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS (Unaudited)
                       ($ in Millions, Except Share Data)
- --------------------------------------------------------------------------------

1.  Accounting Policies and Basis of Presentation:

    The  accompanying  consolidated  summary   financial  statements  have  been
    prepared in conformity  with  generally  accepted  accounting  principles as
    described in the  Corporation's  latest annual report to  shareholders or as
    disclosed herein.  The financial  accounting and reporting process relies on
    estimates and on the exercise of judgement, but in the opinion of management
    all  adjustments,  consisting of normal recurring  accruals,  necessary to a
    fair  presentation  of  the  accompanying  statements  have  been  reflected
    therein.  Realized gains or losses on dispositions of investment  securities
    have been reflected in the operating results for each period presented.

2.  Common Share Data:

    Common  share data  has been  retroactively  adjusted  to reflect  all stock
    dividends and splits.  The following table provides a reconciliation  of the
    income  before  extraordinary  items and number of shares  used in basic and
    diluted earnings per share calculations.


                                                                                                Quarters Ended March 31,
                                                                                            -------------------------------
                                                                                                 2001             2000
                                                                                            --------------   --------------
                                                                                                       
          Numerator:
             Income before extraordinary item.........................................      $         83.9   $         55.3
             Less Preferred stock dividends...........................................                 --               --
                                                                                            --------------   --------------

             Numerator for basic earnings per share -
                income available to common stockholders...............................                83.9             55.3

             Effect of dilutive securities:
             Convertible preferred stock dividends....................................                 --               --
                                                                                            --------------   --------------

          Numerator for diluted earnings per share -
             income available to common stockholders
             after assumed conversions................................................      $         83.9   $         55.3
                                                                                            ==============   ==============

          Denominator:
             Denominator for basic earnings per share -
                weighted-average shares...............................................         118,536,809      120,878,838

          Effect of dilutive securities:
             Stock options............................................................           1,565,959          181,595
             Convertible preferred stock..............................................              47,633          136,536
                                                                                            --------------   --------------
             Dilutive potential common shares.........................................           1,613,592          318,131
                                                                                            --------------   --------------

          Denominator for diluted earnings per share -
             adjusted weighted-average shares and
             assumed conversions......................................................         120,150,401      121,196,969
                                                                                            ==============   ==============

          Basic earnings per share....................................................      $         0.71   $         0.46
                                                                                            ==============   ==============

          Diluted earnings per share..................................................      $         0.70   $         0.46
                                                                                            ==============   ==============


3.  Unrealized Appreciation of Investments:

    Cumulative net unrealized gains on fixed maturity  securities  available for
    sale  and  equity  securities  credited  to a  separate  account  in  common
    shareholders'  equity  amounted  to  $55.1  at March  31,  2001.  Unrealized
    appreciation  of  investments,  before  applicable  deferred income taxes of
    $29.8,  at March 31, 2001 included  gross  unrealized  gains and (losses) of
    $131.6 and $(46.6), respectively.

    For the quarters ended March 31, 2001 and 2000, net unrealized  appreciation
    (depreciation)  of  investments,  net of deferred  income  taxes  (credits),
    amounted to $9.9 and ($5.5), respectively.


                                                                               8


4.  Information About Segments of Business

    The  Corporation's  business segments are organized as the General Insurance
    (property and liability insurance),  Mortgage Guaranty,  Title Insurance and
    Life  Insurance  Groups.  The  contributions  of  Old  Republic's  insurance
    industry  segments to  consolidated  revenues  and  operating  results,  and
    certain  balance  sheet data  pertaining  thereto are shown in the following
    tables on the basis of generally accepted  accounting  principles  ("GAAP").
    Each of the  Corporation's  segments  underwrites  and  services  only those
    insurance  coverages  which may be written by it pursuant to state insurance
    regulations and corporate charter provisions.



                                                  Segment Reporting
- -------------------------------------------------------------------------------------------------------------------


                                                                                        Quarters Ended March 31,
                                                                                    -------------------------------
                                                                                         2001             2000
                                                                                    -------------    --------------
                                                                                               

General Insurance Group:
     Net premiums earned......................................................      $       231.9    $        210.7
     Net investment income and other income(a)................................               49.1              49.0
                                                                                    -------------    --------------
        Total.................................................................      $       281.1    $        259.8
                                                                                    =============    ==============
     Income before taxes......................................................      $        35.2    $         21.8
                                                                                    =============    ==============
     Income tax expense.......................................................      $         8.5    $          4.4
                                                                                    =============    ==============


Mortgage Guaranty Group:
     Net premiums earned......................................................      $        86.3    $         81.2
     Net investment income and other income(a)................................               19.0              14.4
                                                                                    -------------    --------------

        Total.................................................................      $       105.4    $         95.7
                                                                                    =============    ==============
     Income before taxes......................................................      $        61.5    $         52.7
                                                                                    =============    ==============
     Income tax expense.......................................................      $        20.8    $         17.6
                                                                                    =============    ==============


Title Insurance Group:
     Net premiums earned......................................................      $        73.7    $         72.4
     Title, escrow and other fees  ...........................................               49.8              39.0
                                                                                    -------------    --------------
        Sub-total.............................................................              123.6             111.4
     Net investment income and other income(a)................................                5.8               6.1
                                                                                    -------------    --------------
        Total.................................................................      $       129.4    $        117.5
                                                                                    =============    ==============
     Income before taxes......................................................      $        10.9    $          3.2
                                                                                    =============    ==============
     Income tax expense.......................................................      $         3.7    $          0.9
                                                                                    =============    ==============


Life Insurance Group:
     Net premiums earned......................................................      $        14.2    $         15.8
     Net investment income and other income(a)................................                2.0               2.1
                                                                                    -------------    --------------
        Total.................................................................      $        16.3    $         18.0
                                                                                    =============    ==============
     Income before taxes......................................................      $         1.5    $          0.9
                                                                                    =============    ==============
     Income tax expense.......................................................      $         0.5    $          0.3
                                                                                    =============    ==============



                                                                               9



                                     Reconciliations of Segments to Consolidated
- ----------------------------------------------------------------------------------------------------------------------------


                                                                                        Quarters Ended March 31,
                                                                                    -------------------------------
                                                                                         2001             2000
                                                                                    -------------    --------------
                                                                                               
Revenues:
     Total revenues for reportable segments...................................      $       532.3    $        491.1
     Net realized investment gains............................................               14.6               0.9
     Other revenues...........................................................                3.8               4.7
     Elimination of intersegment revenues(b)..................................               (3.2)             (3.5)
                                                                                    -------------    --------------
        Total consolidated revenues...........................................      $       547.5    $        493.2
                                                                                    =============    ==============


Income before taxes:
     Total income before taxes of reportable segments.........................      $       109.3    $         78.7
     Net realized investment gains............................................               14.6               0.9
     Other sources - net......................................................               (3.2)             (1.8)
                                                                                    -------------    --------------
     Income before income taxes and
        extraordinary items...................................................      $       120.6    $         77.7
                                                                                    =============    ==============


- ---------

    In  the above tables,  net premiums  earned on a GAAP basis differ  slightly
    from  statutory  amounts  due to  certain  differences  in  calculations  of
    unearned  premium  reserves  under each  accounting  method.
    (a) Including   unallocated  investment income derived from invested capital
    and  surplus  funds./(b)  Represents  results  of  holding  company  parent,
    consolidation  eliminating  adjustments,  and general corporate expenses, as
    applicable.

5.  Legal Proceedings

    Legal proceedings against the Company arise in the normal course of business
    and  generally  pertain to claim matters  related to insurance  policies and
    contracts issued by the Corporation's insurance subsidiaries.

    The Federal  Department  of Labor has revised the Federal Black Lung Program
    regulations  effective January 19, 2001. These new regulations,  which might
    require  a   re-evaluation   of  previously   settled  or  denied   workers'
    compensation claims, are being challenged in court by the insurance and coal
    mining industries.  At this time, the outcome of this challenge is uncertain
    and the  potential  impact  on  gross  and net of  reinsurance  reserves  or
    retrospective  rating  policies  due  to  the  revised  regulations  is  not
    measurable.

    In  December  1999,  a class  action  lawsuit  was filed  against one of the
    Company's mortgage guaranty  insurance  subsidiaries in the Federal District
    Court for the  Southern  District  of  Georgia.  The suit  alleges  that the
    subsidiary provided pool insurance and other services to mortgage lenders at
    preferential, below market prices in return for mortgage insurance business,
    and that such practices violated the Real Estate Settlement  Procedures Act.
    The  Court  ruled  in  favor  of a  summary  judgement  motion  filed by the
    Company's  subsidiary and dismissed the law suit. The class  plaintiffs have
    appealed  and the appeal is currently  before the U.S.  Court of Appeals for
    the Eleventh Circuit.  The ultimate outcome of this litigation is unknown at
    the present time. Accordingly, no provision for any liability, including the
    additional  cost of defense,  has been included in the  Company's  financial
    statements.

    The City and County of San  Francisco  and certain  escrow  customers  of an
    underwritten   title  agency  subsidiary   headquartered  in  the  State  of
    California have filed law suits alleging that the  subsidiary:  1) failed to
    escheat  unclaimed  escrow  funds;  2) charged for services not  necessarily
    provided;  and 3) collected  illegal interest payments or fees from banks on
    the basis of funds held for escrow  customers.  The  subsidiary  has in turn
    conducted  an  internal  review of its  records  and  concluded  that it had
    certain  liabilities  for  part  of  the  issues  denoted  at (1)  and  (2).
    Management  believes  that the alleged  practices  denoted at (3) are common
    within the industry,  are not in conflict with various laws and regulations,
    and  that  it has  meritorious  defenses  which  will  ultimately  lead to a
    successful  resolution  of these  practices.  Through March 31, 2001, as the
    litigation has progressed on several fronts and additional  information  has
    come to its  attention,  the  subsidiary has  continually  re-evaluated  its
    exposures and it has paid or otherwise  provided  cumulatively $41.0 million
    since  mid-1998  as its  best  estimate  of  litigation  and  related  costs
    associated with all these issues.

    In mid October,  2000, the California  Department of Insurance (CDI) filed a
    complaint  against the above referenced  subsidiary.  The complaint  alleges
    violations of certain  sections of the Insurance Code that prohibit any form
    of considerations to induce the referral of business to a title company. The
    CDI is seeking a maximum  monetary  penalty  of $3.8  million.  The  Company
    believes it has meritorious defenses to the allegations and that its overall
    claim and other  expense  accruals are  sufficient  to cover these and other
    known exposures.


                                                                              10

                     OLD REPUBLIC INTERNATIONAL CORPORATION
       MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
                     Quarters Ended March 31, 2001 and 2000
- --------------------------------------------------------------------------------

                                    OVERVIEW

This   analysis   pertains  to  the   consolidated   accounts  of  Old  Republic
International Corporation.  The Company conducts its business through four major
segments,  namely its  General  (property  and  liability  coverages),  Mortgage
Guaranty, Title, and Life insurance groups.

                               FINANCIAL POSITION

Old  Republic's  financial  position at March 31, 2001  reflected  increases  in
assets,  liabilities  and  common  shareholders'  equity  when  compared  to the
immediately  preceding year-end of 2.4%, 1.9% and 3.3%,  respectively.  Cash and
invested assets  represented 70.0% and 70.6% of consolidated  assets as of March
31, 2001 and December 31, 2000,  respectively.  Consolidated operating cash flow
was positive at $87.5 million in the latest  quarter,  compared to $60.7 million
in the same period of 2000.

Relatively  high  short-term  maturity  investment  positions  continued  to  be
maintained  as of March 31, 2001 to provide  necessary  liquidity  for  specific
operating needs and to enhance  flexibility in investment  strategy.  Changes in
short-term investments reflect a large variety of seasonal and intermediate-term
factors  including  expected  operating  cash  flows  and  investment  strategy.
Accordingly, the future level of short-term investments will vary and respond to
the interplay of these  factors and may, as a result,  increase or decrease from
current  levels.  During the first quarter of 2001,  the  Corporation  committed
substantially all investable funds in short to intermediate-term  fixed maturity
securities.  Old  Republic  continues  to  adhere  to its  long-term  policy  of
investing primarily in investment grade, marketable securities; investable funds
have not  been  directed  to  so-called  "junk  bonds"  or  types of  securities
categorized  as  derivatives.  During the first quarter of 2001,  Old Republic's
investment in equity  securities  decreased  slightly in relation to the related
invested balance at year-end 2000. At March 31, 2001, the carrying value of bond
and note  investments in default as to principal  and/or interest was immaterial
in relation to consolidated  assets or shareholders'  equity.

The parent holding  company has met its liquidity and capital needs  principally
through dividends paid by its subsidiaries.  The insurance subsidiaries' ability
to pay cash  dividends to the parent  company is generally  restricted by law or
subject to approval of the  insurance  regulatory  authorities  of the states in
which they are domiciled.

Old  Republic's  capitalization  of $2.74 billion at March 31, 2001 consisted of
debt of $229.0 million,  convertible preferred stock of $0.3 million, and common
shareholders'  equity of $2.51 billion. The increase in the common shareholders'
equity  account  during the quarter ended March 31, 2001 reflects  primarily the
retention of earnings in excess of dividend requirements and a moderate increase
in the value of bonds and stocks carried at market value.


                              RESULTS OF OPERATIONS

Revenues:
Consolidated  net premiums and fees earned in the first quarter of 2001 amounted
to $456.2 million  versus $419.3  million in the year ago period.  For the first
three months of 2001, the Company's  General  Insurance  Group  reported  earned
premium volume of $231.9  million,  up 10.1% from $210.7 million a year ago. The
Company  believes  that  this  positive  trend  reflects  the  pricing  and risk
selection  improvements  it has been  effecting  for the  past two  years or so.
Premiums for the Mortgage Guaranty Group increased by 6.3% to $86.3 million from
$81.2  million  in the  year-ago  quarter;  in-force  business  persistency  was
reasonably  stable in this year's  first  quarter.  Title Group  premium and fee
revenues  increased  10.9% to $123.6  million in the first  quarter of 2001 when
compared to the same  quarter of 2000 as a result of higher  mortgage  financing
and refinancing activity.  Life Group premium volume decreased to $14.2 million,
a 9.9% decline when compared to the same quarter of 2000.

Consolidated net investment income of $68.4 million in the first quarter of 2001
was up slightly  when compared to the  preceding  year due to a slightly  higher
invested  asset  base.  The  average   annualized   yield  on  investments   was
approximately 5.4% and 5.7% at the end of March 31, 2001 and 2000, respectively.
Yield trends  reflect at once the  relatively  short  maturity of Old Republic's
fixed maturity  securities  portfolio,  and declining  yields during most of the
first quarter of 2001.

The Company's  investment  policies have not been designed to maximize  realized
investment gains.  Realized gains of $14.6 million in the first quarter of 2001,
compared to $0.9 million in the prior year quarter,  were mostly due to the sale
of equity  securities.  Dispositions  of securities  are primarily the result of
scheduled  maturities of bonds and notes as well as sales of equity  securities.
For  the  first  quarter  of  2001,  77.5%  of  total  dispositions  represented
maturities and early calls of bond and note holdings; for the year ago period in
2000, these transactions amounted to 73.2% of the total dispositions.


                                                                              11

Expenses:
Consolidated  benefit,  claim  and  settlement  costs,  as a  percentage  of net
premiums and fees earned,  were  approximately 44% and 47% in the first quarters
of 2001 and 2000,  respectively.  Consolidated  claims  ratio for  property  and
liability coverages was affected positively by the previously mentioned increase
in premiums earned. Mortgage Guaranty claim costs were slightly lower during the
first  quarter of 2001  vis-a-vis  the same  period in 2000 due mostly to stable
economic  and  employment  conditions  which  usually  lead to reduced  mortgage
defaults.  Title claims costs were up moderately in 2001, while Life Group claim
costs were lower in the latest quarter.

The ratio of consolidated  underwriting,  acquisition and insurance  expenses to
net premiums and fees earned was approximately 48% and 51% in the first quarters
of 2001 and 2000, respectively. Variations in these ratios reflect a continually
changing mix of coverages sold and attendant  costs of producing  business.  The
property  and  liability  segment's  expense  ratio  declined  due to a  greater
increase in premium  revenues than  operating  expenses.  The Mortgage  Guaranty
segment's expense ratio declined moderately. The insurance expense ratio for the
title segment was lower in the first quarter of 2001 compared to the same period
in 2000  due in part to an  increase  in  premium  and  fees  volume  without  a
proportional increase in expenses.  Consolidated interest and other charges were
approximately the same in the current quarter versus the same period a year ago.

Pre-Tax and Net Income:
Consolidated income before taxes increased by 55.1% in the first quarter of 2001
when  compared  to the same  period  one year ago.  The  positive  effect of the
General Insurance Group's turnaround was accentuated by favorable year-over-year
comparisons for the Company's Mortgage Guaranty and Title Insurance Groups.

The  effective  consolidated  income  tax rate was  31.3% and 29.7% in the first
quarters  of 2001 and 2000,  respectively.  The rates  for each  period  reflect
primarily  the varying  proportions  of pre-tax  operating  income  derived from
tax-sheltered  investment income  (principally  tax-exempt  interest) on the one
hand, and fully taxable investment and underwriting/service  income on the other
hand.

                                OTHER INFORMATION

Reference  is here  made to  "Financial  Information  Relating  to  Segments  of
Business" appearing elsewhere herein.

Historical data pertaining to the operating  performance,  liquidity,  and other
financial matters applicable to an insurance enterprise such as Old Republic are
not  necessarily  indicative of results to be achieved in succeeding  years.  In
addition to the factors  cited  below,  the  long-term  nature of the  insurance
business,  seasonal and annual  patterns in premium  production and incidence of
claims,  changes in yields  obtained on invested  assets,  changes in government
policies  and free  markets  affecting  inflation  rates  and  general  economic
conditions,  and changes in legal precedents or the application of law affecting
the  settlement  of  disputed  claims  can have a  bearing  on  period-to-period
comparisons and future operating results.

Any forward-looking  commentary or inferences  contained in this report involve,
of  necessity,  assumptions,  uncertainties,  and  risks  that  may  affect  the
Company's future  performance.  With regard to Old Republic's  General Insurance
segment,  its  results  can be  affected  in  particular  by the level of market
competition  which is  typically a function of  available  capital and  expected
returns on such capital among competitors,  the levels of interest and inflation
rates,  as well as periodic  changes in claim  frequency  and severity  patterns
caused  by  natural  disasters,   weather  conditions,   accidents,   illnesses,
work-related injuries, and unanticipated external events.  Mortgage Guaranty and
Title  insurance  results can be affected by such factors as changes in national
and regional  housing demand and values,  the  availability and cost of mortgage
loans, employment trends, and default rates on mortgage loans; mortgage guaranty
results may also be affected by various risk-sharing  arrangements with business
producers  as well as the risk  management  and pricing  policies of  government
sponsored enterprises.  Life and disability insurance results can be impacted by
the levels of employment and consumer spending,  as well as mortality and health
trends. At the holding company level, operating earnings or losses are generally
affected  by the amount of debt  outstanding  and its cost,  as well as interest
income on temporary holdings of short-term investments.

Any  forward-looking  commentaries  speak only as of their  dates.  Old Republic
undertakes no obligation to publicly update or revise such comments,  whether as
a result of new  information,  future events or otherwise,  and accordingly they
may not be unduly relied upon.


                                                                              12


                     OLD REPUBLIC INTERNATIONAL CORPORATION
                                   FORM 10 - Q
                           PART II - OTHER INFORMATION

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


Item 6 - Reports on Form 8-K
- ----------------------------

(a) Reports on Form 8-K

    1. The registrant has not filed any reports on Form 8-K during the quarter
       for which this report is filed.


Items other than those listed are omitted because they are not required.






                                                                              13


                                    SIGNATURE



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                         Old Republic International Corporation
                                         --------------------------------------
                                                      (Registrant)





Date: May 10, 2001
     --------------







                                                  /s/ Paul D. Adams
                                         --------------------------------------
                                                     P. D. Adams
                                               Senior Vice President &
                                               Chief Financial Officer