UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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, 2005 or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
    Act of 1934


Commission File Number: 001-10607
                        ---------


                     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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes: _X_/ No:___



                                                      Shares Outstanding
              Class                                     March 31, 2005
- ---------------------------------             ----------------------------------
   Common Stock / $1 par value                            182,700,939













                        There are 32 pages in this report



                     OLD REPUBLIC INTERNATIONAL CORPORATION

                      Report on Form 10-Q / March 31, 2005

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

                                                                       PAGE NO.
                                                                      ----------


PART  I  FINANCIAL INFORMATION:

           CONSOLIDATED BALANCE SHEETS                                     3

           CONSOLIDATED STATEMENTS OF INCOME                               4

           CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME                 5

           CONSOLIDATED STATEMENTS OF CASH FLOWS                           6

           NOTES TO CONSOLIDATED SUMMARY FINANCIAL STATEMENTS            7 - 11

           MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND
             RESULTS OF OPERATIONS                                      12 - 28

           QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK      29

           CONTROLS AND PROCEDURES                                        29

PART II  OTHER INFORMATION:

           ITEM 5 - OTHER INFORMATION                                     30

           ITEM 6 - EXHIBITS                                              30

SIGNATURE                                                                 31

EXHIBIT INDEX                                                             32









                                       2




Old Republic International Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
($ in Millions)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                               March 31,            December 31,
                                                                                                 2005                   2004
                                                                                         --------------------    -------------------
<s>                                                                                      <c>                     <c>
Assets
Investments:
Available for sale:
Fixed maturity securities (at fair value)(cost: $6,346.4 and $6,273.2)..............     $           6,420.1     $          6,455.9
Equity securities (at fair value)(cost: $361.3 and $396.8)..........................                   413.6                  459.0
Short-term investments (at fair value which approximates cost)......................                   509.0                  388.6
Miscellaneous investments...........................................................                    54.6                   54.4
                                                                                         --------------------    -------------------
    Total...........................................................................                 7,397.5                7,358.1
Other investments...................................................................                    13.2                   13.4
                                                                                         --------------------    -------------------
    Total investments...............................................................                 7,410.7                7,371.6
                                                                                         --------------------    -------------------

Other Assets:
Cash................................................................................                    64.9                   60.5
Securities and indebtedness of related parties......................................                    66.8                   60.2
Accrued investment income...........................................................                    86.8                   87.3
Accounts and notes receivable.......................................................                   544.1                  543.9
Reinsurance balances and funds held.................................................                    79.4                   92.5
Reinsurance recoverable: Paid losses................................................                    55.5                   53.3
                         Policy and claim reserves..................................                 1,868.7                1,793.2
Deferred policy acquisition costs...................................................                   229.7                  232.3
Sundry assets.......................................................................                   272.4                  275.6
                                                                                         --------------------    -------------------
                                                                                                     3,268.8                3,199.2
                                                                                         --------------------    -------------------
    Total Assets....................................................................     $          10,679.5     $         10,570.8
                                                                                         ====================    ===================

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

Liabilities, Preferred Stock, and Common Shareholders' Equity
Liabilities:
Losses, claims and settlement expenses..............................................     $           4,544.4     $          4,403.5
Unearned premiums...................................................................                   913.8                  903.1
Other policyholders' benefits and funds.............................................                   174.2                  175.9
                                                                                         --------------------    -------------------
    Total policy liabilities and accruals...........................................                 5,632.5                5,482.6
Commissions, expenses, fees and taxes...............................................                   187.4                  235.9
Reinsurance balances and funds......................................................                   149.7                  157.8
Federal income tax payable: Current.................................................                    42.1                    8.4
                            Deferred................................................                   522.9                  554.5
Debt................................................................................                   143.2                  143.0
Sundry liabilities..................................................................                   120.5                  122.7
Commitments and contingent liabilities..............................................                    -                      -
                                                                                         --------------------    -------------------
    Total Liabilities...............................................................                 6,798.6                6,705.1
                                                                                         --------------------    -------------------

Preferred Stock:
Convertible preferred stock (1).....................................................                    -                      -
                                                                                         --------------------    -------------------

Common Shareholders' Equity:
Common stock (1)....................................................................                   185.5                  185.4
Additional paid-in capital..........................................................                   273.7                  270.4
Retained earnings...................................................................                 3,330.7                3,240.1
Accumulated other comprehensive income .............................................                   100.8                  179.5
Treasury stock (at cost) (1)........................................................                   (10.0)                 (10.0)
                                                                                         --------------------    -------------------
    Total Common Shareholders' Equity...............................................                 3,880.9                3,865.6
                                                                                         --------------------    -------------------
    Total Liabilities, Preferred Stock and Common Shareholders' Equity..............     $          10,679.5     $         10,570.8
                                                                                         ====================    ===================


 (1) At March 31, 2005 and December 31, 2004, there  were  75,000,000  shares of
     $0.01  par  value  preferred  stock  authorized,  of which no  shares  were
     outstanding.  As of the same dates, there were 500,000,000 shares of common
     stock, $1.00 par value, authorized,  of which 185,566,521 at March 31, 2005
     and 185,429,127 at December 31, 2004 were issued and outstanding.  At March
     31, 2005 and December 31, 2004,  there were  100,000,000  shares of Class B
     Common Stock, $1.00 par value, authorized,  of which no shares were issued.
     Common shares  classified as treasury stock were 2,865,582 as of both March
     31, 2005 and December 31, 2004.

See accompanying Notes to Consolidated Summary Financial Statements.
- --------------------------------------------------------------------------------

                                       3



Old Republic International Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
($ in Millions, Except Share Data)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                            Quarters Ended
                                                                                                               March 31,
                                                                                                   ---------------------------------
                                                                                                        2005               2004
                                                                                                   --------------     --------------
<s>                                                                                                <c>                <c>
Revenues:
Net premiums earned........................................................................        $       717.1      $       660.7
Title, escrow, and other fees..............................................................                 71.7               65.8
                                                                                                   --------------     --------------
    Total premiums and fees................................................................                788.8              726.6
Net investment income......................................................................                 75.7               70.5
Other income...............................................................................                  8.0                9.6
                                                                                                   --------------     --------------
    Total operating revenues...............................................................                872.6              806.8
Realized investment gains..................................................................                  7.9               15.6
                                                                                                   --------------     --------------
    Total revenues.........................................................................                880.6              822.4
                                                                                                   --------------     --------------

Benefits, Claims and Expenses:
Benefits, claims, and settlement expenses..................................................                345.7              301.9
Dividends to policyholders.................................................................                   .6                 .2
Underwriting, acquisition, and other expenses..............................................                363.6              360.0
Interest and other charges.................................................................                  2.0                2.1
                                                                                                   --------------     --------------
    Total expenses.........................................................................                712.0              664.2
                                                                                                   --------------     --------------
Income before income taxes ................................................................                168.5              158.1
                                                                                                   --------------     --------------

Income Taxes: Currently payable............................................................                 44.3               45.6
              Deferred.....................................................................                  9.9                6.1
                                                                                                   --------------     --------------
              Total........................................................................                 54.2               51.7
                                                                                                   --------------     --------------
Net Income.................................................................................        $       114.3      $       106.4
                                                                                                   ==============     ==============

Net Income Per Share:
    Basic..................................................................................        $         .63      $         .58
                                                                                                   ==============     ==============
    Diluted................................................................................        $         .62      $         .57
                                                                                                   ==============     ==============

    Average shares outstanding: Basic......................................................          182,681,195        181,962,757
                                                                                                   ==============     ==============
                                Diluted....................................................          184,688,964        184,504,465
                                                                                                   ==============     ==============
Dividends Per Common Share:
    Cash ..................................................................................        $        .130      $        .113
                                                                                                   ==============     ==============


























See accompanying Notes to Consolidated Summary Financial Statements.
- --------------------------------------------------------------------------------

                                       4



Old Republic International Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
($ in Millions)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                            Quarters Ended
                                                                                                               March 31,
                                                                                                   ---------------------------------
                                                                                                        2005               2004
                                                                                                   --------------     --------------
<s>                                                                                                <c>                <c>
Net income as reported.....................................................................        $       114.3      $       106.4
                                                                                                   --------------     --------------

Other comprehensive income (loss):
   Foreign currency translation adjustment.................................................                 (1.4)              (1.3)
                                                                                                   --------------     --------------
   Unrealized gains (losses) on securities:
     Unrealized gains (losses) arising during period.......................................               (111.0)              41.2
     Less: elimination of pretax realized gains
         included in income as reported....................................................                  7.9               15.6
                                                                                                   --------------     --------------
     Pretax unrealized gains (losses) on securities
         carried at market value...........................................................               (118.9)              25.6
     Deferred income taxes (credits).......................................................                (41.6)               8.9
                                                                                                   --------------     --------------
     Net unrealized gains (losses) on securities...........................................                (77.3)              16.7
                                                                                                   --------------     --------------
   Net adjustments.........................................................................                (78.7)              15.3
                                                                                                   --------------     --------------

Comprehensive income.......................................................................        $        35.5      $       121.7
                                                                                                   ==============     ==============










































See accompanying Notes to Consolidated Summary Financial Statements.
- --------------------------------------------------------------------------------

                                       5



Old Republic International Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
($ in Millions)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                            Quarters Ended
                                                                                                               March 31,
                                                                                                   ---------------------------------
                                                                                                        2005               2004
                                                                                                   --------------     --------------
<s>                                                                                                <c>                <c>
Cash flows from operating activities:
  Net income................................................................................       $       114.3      $       106.4
  Adjustments to reconcile net income to
     net cash provided by operating activities:
    Deferred policy acquisition costs.......................................................                 2.5               (2.7)
    Premiums and other receivables..........................................................                 (.1)              11.1
    Unpaid claims and related items.........................................................                78.7               67.8
    Other policyholders' benefits and funds.................................................                (4.6)               1.7
    Income taxes............................................................................                43.7               50.7
    Reinsurance balances and funds..........................................................                 2.6                5.5
    Realized investment gains...............................................................                (7.9)             (15.6)
    Accounts payable, accrued expenses and other............................................               (33.7)              (6.0)
                                                                                                   --------------     --------------
  Total.....................................................................................               195.6              219.0
                                                                                                   --------------     --------------

Cash flows from investing activities:
  Fixed maturity securities:
     Maturities and early calls.............................................................               185.7              187.4
     Sales..................................................................................                47.0               23.8
  Sales of:
     Equity securities......................................................................                45.5               28.8
     Other investments......................................................................                  .7                 .6
     Fixed assets for company use...........................................................                 4.4                 .1
  Cash and short-term investments of subsidiary acquired....................................                 1.2                -
  Purchases of:
     Fixed maturity securities..............................................................              (315.5)            (388.9)
     Equity securities......................................................................                (5.2)               -
     Other investments......................................................................                 (.7)               (.7)
     Fixed assets for company use...........................................................                (5.4)              (3.2)
     Investment in affiliates...............................................................                (9.7)              (1.4)
  Other-net.................................................................................                  .4                1.3
                                                                                                   --------------     --------------
  Total.....................................................................................               (51.7)            (152.0)
                                                                                                   --------------     --------------

Cash flows from financing activities:
  Issuance of debentures and notes..........................................................                 1.0                -
  Issuance of common shares.................................................................                 2.0                6.3
  Redemption of debentures and notes........................................................                 (.6)               (.3)
  Dividends on common shares................................................................               (23.7)             (20.6)
  Other-net.................................................................................                 2.1               (4.7)
                                                                                                   --------------     --------------
  Total.....................................................................................               (19.1)             (19.3)
                                                                                                   --------------     --------------

Increase (decrease) in cash and short-term investments                                                     124.7               47.6
  Cash and short-term investments, beginning of period......................................               449.2              451.2
                                                                                                   --------------     --------------
  Cash and short-term investments, end of period............................................       $       574.0      $       498.8
                                                                                                   ==============     ==============

Supplemental disclosure of cash flow information:
  Cash paid during the period for: Interest ................................................       $          .3      $          .1
                                                                                                   ==============     ==============
                                   Income Taxes.............................................       $        10.2      $          .3
                                                                                                   ==============     ==============













See accompanying Notes to Consolidated Summary Financial Statements.
- --------------------------------------------------------------------------------

                                       6





                     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  ("GAAP") as
   described  in the  Corporation's  latest  annual  report to  shareholders  or
   otherwise  disclosed herein.  The financial  accounting and reporting process
   relies on estimates  and on the  exercise of judgment,  but in the opinion of
   management all  adjustments,  consisting only of normal  recurring  accruals,
   necessary  for a fair  statement of the results were recorded for the interim
   periods.

   During the first quarter of 2002, the Company adopted  Statement of Financial
   Accounting  Standards  No. 142 ("FAS  142")  "Goodwill  and Other  Intangible
   Assets".  Under FAS 142, which took effect for fiscal years  beginning  after
   December 15, 2001, all goodwill resulting from business  combinations will no
   longer be amortized  against  operations but must be tested at least annually
   for possible  impairment of its continued value. Such a test was performed in
   the first quarters of 2005 and 2004 and did not result in impairment charges.
   At  March  31,  2005  and  December  31,  2004,  the  Company's  consolidated
   unamortized goodwill asset balance was $92.8 and $92.2, respectively.

   During the second quarter of 2003, the Company adopted Statement of Financial
   Accounting   Standards  No.  148  ("FAS  148")  "Accounting  for  Stock-Based
   Compensation - Transition and Disclosure - an amendment of FAS No. 123".

   During  December,  2004,  the  Financial  Accounting  Standards  Board issued
   Statement of Financial  Accounting  Standards  No. 123 - Revised ("FAS 123R")
   "Share-Based  Payment".  FAS 123R requires  entities to recognize the cost of
   employee services received in exchange for awards of equity instruments based
   on the  grant-date  fair value of those awards.  The  effective  date of this
   pronouncement  is the  beginning  of the first  interim  or annual  reporting
   periods that begins after June 15, 2005. In April, 2005, the U.S.  Securities
   and  Exchange  Commission  approved  a new rule that,  for public  companies,
   delays  the  effective  date of FAS 123R to the  first  annual,  rather  than
   interim,  reporting  period that begins after June 15,  2005.  Except for the
   change in effective date, the guidance of FAS 123R is unchanged. See footnote
   2(b) herein for further discussion.

2. Common Share Data:

   (a) Earnings Per Share - Common share data has been retroactively adjusted to
   reflect  all stock  dividends  and splits.  The  following  table  provides a
   reconciliation  of the income and number of shares  used in basic and diluted
   earnings per share calculations.

                                                                                                            Quarters Ended
                                                                                                               March 31,
                                                                                                    --------------------------------
                                                                                                        2005              2004
                                                                                                    --------------    --------------
<s>                                                                                                 <c>               <c>
     Numerator:
        Net Income ..........................................................................       $       114.3     $       106.4
                                                                                                    --------------    --------------

        Numerator for basic earnings per share -
          income available to common stockholders............................................               114.3             106.4
                                                                                                    --------------    --------------

        Numerator for diluted earnings per share -
          income available to common stockholders
          after assumed conversions..........................................................       $       114.3     $       106.4
                                                                                                    ==============    ==============

     Denominator:
        Denominator for basic earnings per share
          weighted-average shares............................................................         182,681,195       181,962,757

        Effect of dilutive securities:
          Stock options......................................................................           2,007,769         2,541,708
                                                                                                    --------------    --------------
          Dilutive potential common shares...................................................           2,007,769         2,541,708
                                                                                                    --------------    --------------

        Denominator for diluted earnings per share -
          adjusted weighted-average shares and
          assumed conversions................................................................         184,688,964       184,504,465
                                                                                                    ==============    ==============

     Earnings per share: Basic...............................................................       $        0.63     $        0.58
                                                                                                    ==============    ==============
                         Diluted.............................................................       $        0.62     $        0.57
                                                                                                    ==============    ==============


                                       7



   (b) Stock Options  Compensation - The Financial  Accounting  Standards  Board
   issued  Statement  of  Financial  Accounting  Standards  No. 148 ("FAS  148")
   "Accounting  for  Stock-Based  Compensation  - Transition and Disclosure - an
   amendment of FAS No. 123" for periods starting after December 15, 2002. As of
   April 1, 2003, the Company adopted the  requirements of FAS 148 utilizing the
   prospective method.  Under this method,  stock-based  compensation expense is
   recognized  for awards  granted  after the  beginning  of the fiscal  year of
   adoption,  as such awards  become  vested.  For all other stock option awards
   outstanding,  the  Company  continues  to  use  the  intrinsic  value  method
   permitted under existing accounting pronouncements. The following table shows
   a comparison of net income and related per share information as reported, and
   on a pro forma  basis on the  assumption  that the  estimated  value of stock
   options was treated as compensation cost for all periods shown. In estimating
   the  compensation  cost of  options,  the  fair  value  of  options  has been
   calculated using the Black-Scholes option pricing model.


                                                                                                            Quarters Ended
                                                                                                               March 31,
                                                                                                    --------------------------------
                                                                                                         2005              2004
                                                                                                    --------------    --------------
<s>                                                                                                 <c>               <c>
     Comparative data:
       Net income:
          As reported...........................................................................    $       114.3     $       106.4
          Add: Stock-based compensation expense
              included in reported income, net of
              related tax effects...............................................................               .4               4.1
          Deduct: Total stock-based employee
              compensation expense determined
              under the fair value based method
              for all awards, net of related tax effects........................................              3.9               9.5
                                                                                                    --------------    --------------

          Pro forma basis.......................................................................    $       110.8     $       101.0
                                                                                                    ==============    ==============
       Basic earnings per share:
          As reported...........................................................................    $        0.63     $        0.58
          Pro forma basis.......................................................................             0.61              0.56
       Diluted earnings per share:
          As reported...........................................................................             0.62              0.57
          Pro forma basis.......................................................................    $        0.60     $        0.55
                                                                                                    ==============    ==============


   Expense  recognition  of stock  options  granted in 2003 and 2004 (no options
   were granted in the first quarter of 2005) reduced earnings per share by less
   than one cent per share in the first  quarter 2005 and by two cents per share
   in the first quarter 2004.

   Options were granted during the first quarter of 2004 for 1,990,500 shares of
   common  stock.  Options  outstanding  as of March  31,  2005  and  2004  were
   9,164,519  and  9,895,529,   respectively.  The  maximum  number  of  options
   available for future issuance as of March 31, 2005 is 1,797,537.

   During  December,  2004,  the  Financial  Accounting  Standards  Board issued
   Statement of Financial  Accounting  Standards  No. 123 - Revised ("FAS 123R")
   "Share-Based  Payment".  FAS 123R requires  entities to recognize the cost of
   employee services received in exchange for awards of equity instruments based
   on the  grant-date  fair value of those awards.  The  effective  date of this
   pronouncement  is the  beginning  of the first  interim  or annual  reporting
   periods that begins after June 15, 2005. In April, 2005, the U.S.  Securities
   and  Exchange  Commission  approved  a new rule that,  for public  companies,
   delays  the  effective  date of FAS 123R to the  first  annual,  rather  than
   interim,  reporting  period that begins after June 15,  2005.  Except for the
   change in effective date, the guidance of FAS 123R is unchanged.

   The statement  allows for three  transition  methods of  implementation:  the
   modified   prospective   application   and  two   versions  of  the  modified
   retrospective  application.  The modified  prospective  application  requires
   entities to expense share-based  payments for new awards and awards modified,
   repurchased, or cancelled after the required effective date. Additionally, it
   requires  entities  to record as an  expense,  the cost  attributable  to the
   unvested  options  outstanding as of the required  effective  date.  Modified
   retrospective  application  may be applied  either (a) to all prior years for
   which Statement 123 was effective  (fiscal years beginning after December 15,
   1994) or (b) only to prior interim periods in the year of initial adoption if
   the required  effective  date of this  statement  does not coincide  with the
   beginning of the entity's fiscal year.

   The Company believes that the approximate reduction to fully diluted earnings
   per share  will be less than one cent per  share  cumulatively  for all years
   from  2006  through  2009  calculated  by  using  the  modified   prospective
   transition method.

                                       8



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  $93.3  at  March  31,  2005.  Unrealized
   appreciation  of  investments,  before  applicable  deferred  income taxes of
   $50.2,  at March 31, 2005  included  gross  unrealized  gains and (losses) of
   $204.8 and ($61.1), respectively.

   For the quarters ended March 31, 2005 and 2004,  net unrealized  appreciation
   (depreciation)  of  investments,  net of  deferred  income  taxes  (credits),
   amounted to ($77.3) and $16.7, respectively.

4. Pension Plans:

   The Corporation has three defined benefit pension plans covering a portion of
   its work force. The three plans are the Old Republic  International  Salaried
   Employees  Restated  Retirement Plan (the Old Republic Plan),  the Bituminous
   Casualty Corporation Retirement Income Plan (the Bituminous Plan) and the Old
   Republic  National  Title Group Pension Plan (the Title Plan).  The plans are
   defined benefit plans pursuant to which pension  payments are based primarily
   on years of service and  employee  compensation  near  retirement.  It is the
   Corporation's policy to fund the plans' costs as they accrue. Plan assets are
   comprised principally of bonds, common stocks and short-term investments.

   The measurement dates used to determine pension  measurements are December 31
   for the Old Republic  Plan and the  Bituminous  Plan and September 30 for the
   Title Plan.

   The components of estimated net periodic pension cost for the plans consisted
   of the following:

                                                                                                            Quarters Ended
                                                                                                              March 31,
                                                                                                   ---------------------------------
                                                                                                        2005               2004
                                                                                                   --------------     --------------
<s>                                                                                                <c>                <c>
      Service cost.....................................................................            $         2.1      $         1.9
      Interest cost....................................................................                      3.0                2.8
      Expected return on plan assets...................................................                     (3.6)              (3.5)
      Recognized loss..................................................................                      0.5                0.6
                                                                                                   --------------     --------------
      Net cost                                                                                     $         2.0      $         1.9
                                                                                                   ==============     ==============


   The  companies are not  expecting to make cash or non-cash  contributions  to
   their pension plans in calendar year 2005.

   Effective January 1, 2005, both the Old Republic Plan and the Bitco Plan were
   closed to new  employees  hired after  December 31, 2004.  The Title Plan was
   already  closed to new  employees.  There were no changes to the benefits for
   employees/beneficiaries already in the Plans.

   Also  effective  January 1, 2005,  the Old Republic  International  Employees
   Savings and Stock Ownership Plan ("ESSOP")  became a 401K. All aspects of the
   ESSOP remained unchanged,  except that employee contributions are now made on
   a pretax rather than post-tax basis.


                                        9



5. Information About Segments of Business:

   The  Corporation's  major  business  segments  are  organized  as the General
   Insurance  (property and liability  insurance),  Mortgage  Guaranty and Title
   Insurance Groups.  Effective with the second quarter of 2004, the Company has
   included the results of its small life & health insurance business with those
   of its  corporate and minor  service  operations;  prior period data has been
   reclassified accordingly.  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
   results  exclude  net  realized  investment  gains or  losses  as  these  are
   aggregated  in  consolidated  totals.  The  contributions  of Old  Republic's
   insurance industry segments to consolidated totals are shown in the following
   table.


                                                                                                                 Quarters Ended
                                                                                                                   March 31,
                                                                                                           -------------------------
                                                                                                              2005           2004
                                                                                                           ----------     ----------
<s>                                                                                                        <c>            <c>
    General Insurance Group:
      Net premiums earned............................................................................      $   431.1      $   376.5
      Net investment income and other income ........................................................           51.4           48.8
                                                                                                           ----------     ----------
         Total revenues before realized gains........................................................      $   482.5      $   425.4
                                                                                                           ==========     ==========
      Income before taxes and realized investment gains..............................................      $    84.8      $    74.3
                                                                                                           ==========     ==========
      Income tax expense on above....................................................................      $    26.8      $    23.1
                                                                                                           ==========     ==========


    Mortgage Insurance Group:
      Net premiums earned............................................................................      $   105.4      $    98.7
      Net investment income and other income ........................................................           21.5           21.4
                                                                                                           ----------     ----------
         Total revenues before realized gains........................................................      $   127.0      $   120.2
                                                                                                           ==========     ==========
      Income before taxes and realized investment gains..............................................      $    64.6      $    57.4
                                                                                                           ==========     ==========
      Income tax expense on above ...................................................................      $    21.6      $    19.3
                                                                                                           ==========     ==========

    Title Insurance Group:
      Net premiums earned............................................................................      $   159.9      $   168.3
      Title, escrow and other fees...................................................................           71.7           65.8
                                                                                                           ----------     ----------
         Sub-total...................................................................................          231.7          234.1
      Net investment income and other income ........................................................            6.6            6.5
                                                                                                           ----------     ----------
         Total revenues before realized gains........................................................      $   238.4      $   240.7
                                                                                                           ==========     ==========
      Income before taxes and realized investment gains..............................................      $    12.8      $    13.2
                                                                                                           ==========     ==========
      Income tax expense on above....................................................................      $     4.2      $     4.4
                                                                                                           ==========     ==========

    Consolidated Revenues:
      Total revenues of above Company segments.......................................................      $   848.0      $   786.3
      Other sources (1)..............................................................................           26.1           21.3
      Consolidated net realized investment gains.....................................................            7.9           15.6
      Elimination of intersegment revenues (2).......................................................           (1.5)           (.9)
                                                                                                           ----------     ----------
         Consolidated revenues.......................................................................      $   880.6      $   822.4
                                                                                                           ==========     ==========

    Consolidated Income Before Taxes:
      Total income before taxes and realized investment
         gains of above Company segments.............................................................      $   162.3      $   145.0
      Other sources - net (1)........................................................................           (1.7)          (2.5)
      Consolidated net realized investment gains.....................................................            7.9           15.6
                                                                                                           ----------     ----------
         Consolidated income before income taxes.....................................................      $   168.5      $   158.1
                                                                                                           ==========     ==========

    Consolidated Income Tax Expense:
      Total income tax expense of above Company segments.............................................      $    52.6      $    46.8
      Other sources - net (1)........................................................................           (1.2)          (1.0)
      Income tax expense on consolidated net realized investment gains...............................            2.7            5.8
                                                                                                           ----------     ----------
         Consolidated income tax expense.............................................................      $    54.2      $    51.7
                                                                                                           ==========     ==========



                                       10


                                                                                                March 31,            December 31,
                                                                                                  2005                  2004
                                                                                           -------------------    ------------------
<s>                                                                                        <c>                    <c>
    Consolidated Assets:
         General.................................................................          $          7,369.5     $         7,222.8
         Mortgage................................................................                     2,229.8               2,205.9
         Title...................................................................                       717.2                 753.0
         Other - net (1).........................................................                       362.9                 388.9
                                                                                           -------------------    ------------------
         Consolidated ...........................................................          $         10,679.5     $        10,570.8
                                                                                           ===================    ==================

- ----------
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.
(1) Represents amounts for Old Republic's holding company parent, minor internal
    service subsidiaries, and a small life and health insurance operation.
(2) Represents consolidation eliminating adjustments.


6. Commitments and Contingent Liabilities:

   (a) Legal  proceedings  against  the  Company  arise in the normal  course of
   business and usually pertain to claim matters  related to insurance  policies
   and contracts issued by its insurance  subsidiaries.  Other legal proceedings
   are discussed below.

   Purported  class  actions have been filed in state courts in Ohio and Florida
   against the Company's  principal  title  insurance  subsidiary,  Old Republic
   National Title Insurance Company ("ORNTIC").  Substantially  similar lawsuits
   have been filed  against  other  title  insurance  companies  in New York and
   Florida.  Plaintiffs allege that,  pursuant to rate schedules filed by ORNTIC
   with  insurance  regulators,  ORNTIC  was  required  to,  but  failed to give
   consumers  a  reissue  credit on the  premiums  charged  for title  insurance
   covering  mortgage  refinancing  transactions.  Both actions seek damages and
   declaratory  and  injunctive  relief.  ORNTIC  intends  to defend  vigorously
   against these actions,  but at this early stage in the litigation the Company
   cannot  estimate  the  costs it may  incur as the  actions  proceed  to their
   conclusions.  The Ohio case has been  stayed,  pending an appeal in a similar
   action against another title insurer.

   An action was filed in the Federal  District court for South Carolina against
   the Company's  wholly-owned mortgage guaranty insurance subsidiary,  Republic
   Mortgage Insurance Company ("RMIC"). Similar lawsuits have been filed against
   the other six private mortgage insurers in different Federal District Courts.
   The  action  against  RMIC  seeks  certification  of a  nationwide  class  of
   consumers who were allegedly  required to pay for private mortgage  insurance
   at a cost greater than RMIC's "best available  rate". The action alleges that
   the  decision  to  insure  their  loans  at a higher  rate  was  based on the
   consumers'  credit  scores and  constituted  an "adverse  action"  within the
   meaning,  and in violation of the Fair Credit  Reporting  Act,  that requires
   notice, allegedly not given, to the consumers. The action seeks statutory and
   punitive  damages,  as well as other costs. RMIC intends to defend vigorously
   against the action,  but at this early  stage in the  litigation  the Company
   cannot  estimate  the costs it may incur as the  litigation  proceeds  to its
   conclusion. RMIC filed a motion to compel arbitration of the dispute with the
   named plaintiff. The motion was denied and RMIC has filed an appeal.

   (b) In April,  2004 the Internal  Revenue  Service ("IRS") issued a so-called
   "30  Day  Letter"  to  the  Company  as  a  result  of a  recently  completed
   examination  of tax returns for years 1998 to 2000. In substance,  the letter
   alleges that certain  claim  reserve  deductions  taken through year end 2000
   were overstated and thus served to reduce taxable income for those years. The
   Company has made a review of the IRS  calculations and has concluded its loss
   reserves  were  calculated  consistently  and  provide a fair and  reasonable
   estimate of its unpaid  losses.  Accordingly,  the Company  intends to defend
   vigorously the validity of claim reserve deductions taken in its tax returns.
   In the event the Company's  position is not fully sustained,  payments of any
   additional taxes owed would be categorized as temporary  differences,  and as
   such would likely have little effect on its GAAP  financial  statements.  The
   matter has been assigned to an IRS appeals officer.

                                       11





                     OLD REPUBLIC INTERNATIONAL CORPORATION
       MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
                     Quarters Ended March 31, 2005 and 2004
                       ($ in Millions, Except Share Data)
- --------------------------------------------------------------------------------

                                    OVERVIEW
- --------------------------------------------------------------------------------

     This  management  analysis of financial  position and results of operations
pertains to the consolidated accounts of Old Republic International Corporation.
The Company  conducts its business  through three major  segments,  namely,  its
General  (property  and  liability),   Mortgage  Guaranty  and  Title  insurance
segments.  A small life and health  insurance  business,  accounting for 2.5% of
consolidated  revenues and 2.2% of consolidated  assets,  is included within the
corporate  and other  caption.  The  consolidated  accounts are presented on the
basis of generally accepted accounting principles ("GAAP"). This analysis should
be read in  conjunction  with  the most  recent  annual  consolidated  financial
statements and the footnotes appended to them.

     The insurance business is distinguished from most others in that the prices
(premiums)  charged  for various  coverages  are set  without  certainty  of the
ultimate  benefit and claim costs that will  emerge or be  incurred,  often many
years after issuance of a policy.  This basic fact casts Old Republic's business
as a  long-term  undertaking  which  is  managed  with a  primary  focus  on the
achievement  of  favorable  underwriting  results  over  time.  In  addition  to
operating  income stemming from Old Republic's  basic  underwriting  and related
services  functions,  significant  revenues are obtained from  investable  funds
generated by those functions as well as from retained  shareholders' capital. In
managing  investable  funds the Company aims to assure  stability of income from
interest and dividends,  protection of capital, and sufficient liquidity to meet
insurance  underwriting  and other  obligations  as they  become  payable in the
future.  Securities  trading  and  the  realization  of  capital  gains  are not
objectives.   The  investment   philosophy  is  therefore  best  categorized  as
emphasizing value, credit quality, and relatively long-term holding periods. The
Company's  ability to hold both fixed  maturity and equity  securities  for long
periods of time is enabled by the scheduling of maturities in  contemplation  of
an appropriate matching of assets and liabilities.

     In light of the above  factors,  the Company's  affairs are managed for the
long run, without regard to the arbitrary strictures of quarterly or even annual
reporting periods that American  industry must observe.  In Old Republic's view,
short  reporting  time frames do not comport well with the  long-term  nature of
much of its  business,  driven  as it is by a strong  focus  on the  fundamental
underwriting and related service functions of the Company.  Management  believes
that Old  Republic's  operating  results  and  financial  condition  can best be
evaluated by observing  underwriting  performance trends over succeeding five to
ten year  intervals.  Such time  intervals  are likely to  encompass  one or two
economic and/or  underwriting  cycles,  and provide  appropriate time frames for
such cycles to run their  course and for reserved  claim costs to be  quantified
with greater finality and effect.

- --------------------------------------------------------------------------------
                                EXECUTIVE SUMMARY
- --------------------------------------------------------------------------------

     To aid investment  analysis of Company  results,  both net operating income
and net income figures per share are provided to highlight the impact of certain
accounting  rules or  securities  market-driven  considerations  that affect the
recording of  investment  gains or losses and lead to lessened  period-to-period
comparability.  The  realization  of  investment  gains or losses  can be highly
discretionary  and  arbitrary  due to such  factors as the timing of  individual
securities sales, losses from write-downs of impaired  securities,  tax-planning
considerations,  and changes in investment  management judgments relative to the
direction of securities markets or the future prospects of individual  investees
or industry sectors. In particular,  write-downs of securities deemed other than
temporarily  impaired are affected by some of these  factors as well as industry
or  issuer-specific  developments that can call for the recognition of a loss of
market value or non-recoverability of asset cost.

     Old  Republic's  consolidated  net operating  earnings  before net realized
investment  gains,  amounted  to $109.1,  or 59 cents per  share,  for the first
quarter of 2005,  up 12.9 percent from $96.6,  or 52 cents per share in the same
period of 2004. The increase  stemmed  largely from improved  performance by the
Company's General and Mortgage Guaranty insurance segments. Year-over-year these
two segments generated greater underwriting income as well as moderate growth of
investment  income.  Inclusive of net realized  investment gains, net income for
this year's  first  quarter  amounted to $114.3,  or 62 cents per share,  versus
$106.4,  or 57 cents per share in the year-ago  period.  Pretax earnings in last
year's first quarter were  affected  adversely by required  non-recurring  stock
option  compensation  charges  of  $5.6  (or  2  cents  per  share  after  tax),
representing the expense of a non-recurring vesting acceleration of stock option
compensation costs.

     The major components of pretax income and resulting  consolidated  GAAP net
income discussed in this report were as follows:







                                       12



                                                                                                Quarters Ended March 31,
                                                                                    ------------------------------------------------
                                                                                                                              %
                                                                                        2005              2004             Change
                                                                                    ------------      ------------      ------------
<s>                                                                                 <c>               <c>               <c>
Pretax operating income (loss):
   General ...................................................................      $      84.8       $      74.3           14.2%
   Mortgage Guaranty .........................................................             64.6              57.4           12.5
   Title .....................................................................             12.8              13.2           -3.3
   Corporate and other........................................................             (1.7)             (2.5)
Realized investment gains.....................................................              7.9              15.6
                                                                                    ------------      ------------
Consolidated pretax income ...................................................            168.5             158.1            6.6
   Income taxes...............................................................             54.2              51.7            4.8
                                                                                    ------------      ------------      ------------
Net income....................................................................      $     114.3       $     106.4            7.4%
                                                                                    ============      ============      ============
Components of Diluted Earnings Per Share:
   Net operating income ......................................................      $       .59       $       .52           13.5%
   Net realized gains ........................................................              .03               .05
                                                                                    ------------      ------------
   Net income ................................................................      $       .62       $       .57            8.8%
                                                                                    ============      ============      ============


     Consolidated  revenues in the first quarter totaled $880.6,  up 7.1 percent
from $822.4 in the same period of 2004. Net premiums and fees earned were $788.8
in this year's first quarter versus $726.6 in the year-ago period.

     Old Republic's  General  Insurance  Group,  which  underwrites  principally
commercial property and liability insurance  coverages,  reported a 14.2 percent
increase in pretax operating income to $84.8 for this year's first quarter. This
compares to $74.3 earned during the same period of 2004. Net premiums  earned in
this year's first  quarter were $431.1,  up 14.5 percent from $376.5 a year ago.
The composite  underwriting ratio for the first three months of 2005 reflected a
slight  decline to 92.1 percent when compared to 93.0 percent  registered in the
first  quarter of 2004,  and a modest  increase  from the very low 90.7  percent
posted for all of 2004. The positive  underwriting results are attributable to a
reasonably  stable  pricing  environment  and  well-controlled   production  and
administrative expenses for substantially all of the Company's general insurance
coverages.

     Mortgage  Guaranty  Group  operations  posted a double  digit  rise of 12.5
percent in pretax operating earnings to $64.6 in this year's first quarter.  Net
premium revenues in the most recent quarter were $105.4, up 6.8 percent from the
year-ago  level  of  $98.7.  Persistency  for the  traditional  primary  book of
business  continued to improve,  rising to 65.2 percent from 50.2 percent in the
first quarter of 2004 and 64.5 percent in the fourth quarter of 2004.

     The composite underwriting ratio in the first three months of 2005 was 55.3
percent  compared to 58.6 percent  posted in the same quarter of 2004,  and 61.1
percent  for all of last year.  Traditional  primary  business  claim  severity,
measured in terms of average claim  reserves and payments,  remained  relatively
stable in this year's first quarter, as did claim frequency by comparison to the
fourth quarter of 2004. The loss ratio of 32.2 percent,  while moderately higher
than the 29.5 percent  loss ratio posted in the first three months of 2004,  was
nonetheless  lower than the 38.9 percent posted in last year's final quarter and
35.5 percent for all of 2004.  Most of the  quarter-over-quarter  decline in the
expense ratio  reflected this segment's share of the  aforementioned  2004 stock
option costs, as well as a further reduction in compensation costs in the latest
quarter.

     Old Republic's Title Insurance Group reflected slight variations in the key
components  of its pretax bottom line,  which dropped  slightly to $12.8 in this
year's first quarter. Premiums were down 5.0 percent quarter-over-quarter, while
escrow and other fee revenues grew by 9.0 percent.  In combination,  premium and
fee revenues were basically  flat at $231.7 in this year's first quarter.  Claim
costs,  which are influenced  principally by premium  revenues,  were stable for
both quarterly  periods,  while other costs,  inclusive of  commissions  paid on
agency-derived  premium  production,  were  similarly  even  year-over-year.  In
combination,  these factors  produced a slightly higher  composite ratio of 97.2
percent in this year's first quarter,  compared to 97.0 percent and 96.3 percent
in the first quarter and full year of 2004,  respectively.  While net investment
income grew by 2.0 percent in the first three  months of 2005,  the gain was not
sufficient to offset the current downward bias of the Company's results from its
basic underwriting/service functions.

     Aggregate  results for Old Republic's  small Life & Health business and the
corporate  service  operations of its parent Holding Company  produced  combined
pretax  losses  of $1.7  and  $2.5 in the  first  quarters  of  2005  and  2004,
respectively. Higher life and health pretax income was largely driven by a lower
claim ratio and slightly greater investment income,  which were partially offset
by higher operating  expenses.  Corporate service operations were generally flat
year-over-year.

     Consolidated  net investment  income of $75.7 for the first three months of
2005 was up by 7.4 percent when compared to the preceding  year due primarily to
the benefits of the Company's growing invested asset base.  Realized  investment
gains  amounted  to $7.9  and  $15.6 in the  first  quarter  of 2005  and  2004,
respectively.





                                       13


     Cash and  invested  assets at March 31, 2005,  totaled  $7.56  billion,  or
$41.39 per share,  compared to $7.51 billion,  or $41.19 per share,  at December
31,  2004,  and $7.08  billion,  or $38.92 per  share,  at March 31,  2004.  The
investment  portfolio  reflects a current allocation of approximately 87 percent
in  fixed-maturity  securities  and 6 percent in  equities.  As in the past,  it
contains  little or no  exposure  to real  estate  investments,  mortgage-backed
securities,  derivatives,  junk bonds,  private  placements  or mortgage  loans.
Consolidated  operating cash flow of $195.6 was slightly below the first quarter
2004 level due primarily to the timing of payments for income taxes, claims, and
the previously  announced  settlement of the Title  Insurance  Group  California
litigation.

     Common  shareholders'  equity was $3.88 billion at March 31, 2005, compared
to $3.86 billion at December 31, 2004, and $3.66 billion at March 31, 2004. Book
value per share was $21.24 at the end of March 2005,  versus  $21.17 at year-end
2004 and $20.16 at March 31,  2004.  The latest  quarter's  change in book value
reflects principally additions from earnings in excess of dividend requirements,
offset by a decline  in the value of  investment  securities  carried  at market
values.

- --------------------------------------------------------------------------------
                               MANAGEMENT ANALYSIS
- --------------------------------------------------------------------------------

                         CHANGES IN ACCOUNTING POLICIES

     During  the  first  quarter  of 2002,  the  Company  adopted  Statement  of
Financial   Accounting  Standards  No.  142  ("FAS  142")  "Goodwill  and  Other
Intangible  Assets".  Under FAS 142, goodwill and certain intangible assets will
no longer be amortized  against  operations but must be tested at least annually
for possible impairment of their carrying values. At March 31, 2005 and December
31, 2004,  the Company's  consolidated  unamortized  goodwill  asset balance was
$92.8 and $92.2,  respectively.  During the first quarters of 2005 and 2004, the
Company  evaluated the carrying value of its goodwill and intangible  assets and
determined that there was no indication of impairment of such assets.

     The Financial  Accounting  Standards Board ("FASB") has issued Statement of
Financial  Accounting  Standards No. 148 ("FAS 148") "Accounting for Stock-Based
Compensation  -  Transition  and  Disclosure  - an amendment of FAS No. 123" for
periods  starting  after  December  15, 2002.  As of April 1, 2003,  the Company
adopted the requirements of FAS 148 utilizing the prospective method. Under this
method,  stock-based compensation expense is recognized for awards granted after
the beginning of the fiscal year of adoption.  For all other stock option awards
outstanding,  the Company  continues to use the intrinsic value method permitted
under existing accounting pronouncements. In estimating the compensation cost of
options,  the fair value of options has been calculated using the  Black-Scholes
option pricing model.  Required stock option compensation charges of $.7 reduced
earnings  per  share  after-tax  by less  than one cent per  share in the  first
quarter of 2005.  In the first  quarter of 2004,  expense  recognition  of stock
option  compensation  charges of $6.4 reduced  earnings per share by 2 cents per
share after-tax,  of which $5.6 represented a charge for a non-recurring vesting
acceleration of such costs.

     During  December,  2004, the Financial  Accounting  Standards  Board issued
Statement  of  Financial  Accounting  Standards  No. 123 - Revised  ("FAS 123R")
"Share-Based  Payment".  FAS 123R  requires  entities to  recognize  the cost of
employee services received in exchange for awards of equity instruments based on
the  grant-date  fair  value  of  those  awards.  The  effective  date  of  this
pronouncement  is the beginning of the first interim or annual  reporting period
that  begins  after June 15,  2005.  In April,  2005,  the U.S.  Securities  and
Exchange  Commission  ("SEC")  approved a new rule that,  for public  companies,
delays the effective date of FAS 123R to the first annual,  rather than interim,
reporting  period that begins after June 15, 2005.  Except for the change in the
effective date, the guidance of FAS 123R is unchanged.

     The statement allows for three transition  methods of  implementation:  the
modified prospective  application and two versions of the modified retrospective
application.  The modified prospective  application requires entities to expense
share-based  payments  for new  awards  and  awards  modified,  repurchased,  or
cancelled after the required effective date. Additionally,  it requires entities
to  record  as an  expense,  the  cost  attributable  to  the  unvested  options
outstanding  as  of  the  required   effective  date.   Modified   retrospective
application may be applied either (a) to all prior years for which Statement 123
was effective  (fiscal years  beginning  after December 15, 1994) or (b) only to
prior interim periods in the year of initial adoption if the required  effective
date of this  statement  does not  coincide  with the  beginning of the entity's
fiscal year.

     The  Company  believes  that the  approximate  reduction  to fully  diluted
earnings per share will be as follows: less than one cent per share cumulatively
for  all  years  from  2006  through  2009  calculated  by  using  the  modified
prospective transition method.

                               FINANCIAL POSITION

     The Company's  financial position at March 31, 2005 reflected  increases in
assets,  liabilities  and common  shareholders'  equity of 1.0%,  1.4% and 0.4%,
respectively,  when compared to the  immediately  preceding  year-end.  Cash and
invested assets  represented 70.8% and 71.1% of consolidated  assets as of March
31, 2005 and December 31, 2004,  respectively.  Consolidated operating cash flow
was positive at $195.6 in this year's first  quarter,  slightly  below the first
quarter 2004 level of $219.0 due  primarily to the timing of payments for income
taxes,  claims,  and the  settlement  of the Title  Insurance  Group  California
litigation.  As of March 31, 2005,  the invested  asset base  increased  0.6% to
$7,562.5  principally  as a result of positive  operating  cash flow offset by a
decline in the fair value of fixed maturity and equity investments.


                                       14


     During the first three months of 2005 and 2004, the  Corporation  committed
substantially all investable funds to short to intermediate-term  fixed maturity
securities.  At both March 31, 2005 and December 31, 2004,  approximately 99% of
the Company's investments consisted of marketable  securities,  including $545.7
and  $499.3,  respectively,  of U.S.  Treasury  tax and loss  bonds  held by its
mortgage guaranty subsidiaries for deferred tax purposes. 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.  At March 31,
2005, Old Republic's  commitment to equity securities decreased 9.9% in relation
to the related  invested  balance at year-end  2004,  mostly due to the sales of
equity  securities and a reduction in net unrealized  gains.  At March 31, 2005,
the Company had no fixed maturity  investments in default as to principal and/or
interest.

     Relatively high short-term  maturity  investment  positions continued to be
maintained  as of March 31,  2005.  Such  positions  reflect a large  variety of
seasonal  and  intermediate-term  factors  including  current  operating  needs,
expected operating cash flows, quarter-end cash flow seasonality, and investment
strategy considerations. 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.

     The Company does not own or utilize  derivative  financial  instruments for
the  purpose  of  hedging,  enhancing  the  overall  return  of  its  investment
portfolio,  or  reducing  the cost of its debt  obligations.  With regard to its
equity portfolio, the Company does not own any options nor does it engage in any
type of option writing.  Traditional  investment management tools and techniques
are employed to address the yield and valuation exposures of the invested assets
base.  The long-term  fixed  maturity  investment  portfolio is managed so as to
limit  various  risks  inherent in the bond  market.  Credit  risk is  addressed
through asset  diversification  and the purchase of investment grade securities.
Reinvestment rate risk is reduced by concentrating on non-callable  issues,  and
by taking  asset-liability  matching  considerations into account.  Purchases of
mortgage and asset backed securities,  which have variable principal  prepayment
options,  are  generally  avoided.  Market  value  risk is limited  through  the
purchase of bonds of intermediate  maturity. The combination of these investment
management  practices  is  expected  to produce a more  stable  long-term  fixed
maturity  investment  portfolio  that is not  subject to extreme  interest  rate
sensitivity  and  principal  deterioration.  The market  value of the  Company's
long-term  fixed  maturity  investment  portfolio  is  sensitive,   however,  to
fluctuations  in the level of interest  rates,  but not  materially  affected by
changes in  anticipated  cash  flows  caused by any  prepayments.  The impact of
interest rate  movements on the long-term  fixed maturity  investment  portfolio
generally  affects net  unrealized  gains or losses.  As a general rule,  rising
interest  rates  enhance  currently  available  yields but  typically  lead to a
reduction in the fair value of existing fixed maturity investments. By contrast,
a decline in such rates reduces currently available yields but usually serves to
increase the fair value of the existing fixed maturity investment portfolio. All
such changes in fair value are reflected, net of deferred income taxes, directly
in  the  shareholders'  equity  account,  and  as a  separate  component  of the
statement of comprehensive  income. Given the Company's inability to forecast or
control the movement of interest rates, Old Republic sets the maturity  spectrum
of its fixed  maturity  securities  portfolio  within  parameters  of  estimated
liability   payouts,   and  focuses  the  overall   portfolio  on  high  quality
investments.  By so doing, Old Republic believes it is reasonably assured of its
ability to hold  securities  to  maturity as it may deem  necessary  in changing
environments, and of ultimately recovering their aggregate cost.

     Possible  future  declines in fair values for Old Republic's bond and stock
portfolios would affect  negatively the common  shareholders'  equity account at
any point in time,  but  would not  necessarily  result  in the  recognition  of
realized  investment  losses.  The Company  reviews the status and market  value
changes of each of its  investments  on at least a  quarterly  basis  during the
year, and estimates of other than temporary impairments in the portfolio's value
are evaluated and established at each quarterly balance sheet date. In reviewing
investments for other than temporary  impairment,  the Company, in addition to a
security's  market price history,  considers the totality of such factors as the
issuer's operating results,  financial  condition and liquidity,  its ability to
access  capital  markets,  credit rating  trends,  most current  audit  opinion,
industry and securities markets  conditions,  and analyst  expectations to reach
its   conclusions.   Sudden  market  value  declines   caused  by  such  adverse
developments as newly emerged or imminent bankruptcy filings,  issuer default on
significant  obligations,  or reports of financial accounting  developments that
bring into  question the validity of previously  reported  earnings or financial
condition,  are  recognized  as  realized  losses as soon as  credible  publicly
available  information  emerges to confirm such developments.  Accordingly,  the
recognition of losses from other than temporary value  impairments is subject to
a great deal of  judgment  as well as turns of events over which the Company can
exercise little or no control. In the event the Company's estimate of other than
temporary  impairments is insufficient at any point in time, future periods' net
income would be affected adversely by the recognition of additional  realized or
impairment losses, but its financial condition would not necessarily be affected
adversely  inasmuch  as such  losses,  or a  portion  of them,  could  have been
recognized previously as unrealized losses.






                                       15


     The  following  tables show certain  information  relating to the Company's
fixed maturity and equity portfolios as of the dates shown:

- ------------------------------------------------------------------------------------------------------------------------------------
Credit Quality Ratings of Fixed Maturity Securities (1)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                 March 31,           December 31,
                                                                                                   2005                  2004
                                                                                             -----------------     ----------------
<s>                                                                                          <c>                   <c>
Aaa.............................................................................                        33.3%                 32.6%
Aa..............................................................................                        19.5                  19.5
A...............................................................................                        27.6                  27.5
Baa.............................................................................                        19.1                  19.8
                                                                                             -----------------     -----------------
         Total investment grade.................................................                        99.5                  99.4
All other (2)...................................................................                          .5                    .6
                                                                                             -----------------     -----------------
         Total..................................................................                       100.0%                100.0%
                                                                                             =================     =================


(1)  Credit quality ratings used are those assigned primarily by Moody's;  other
     ratings  are  assigned  by Standard & Poor's and  converted  to  equivalent
     Moody's ratings classifications.
(2)  "All other" includes non-investment or non-rated small issues of tax-exempt
     bonds.



- ------------------------------------------------------------------------------------------------------------------------------------
Gross Unrealized Losses Stratified by Industry Concentration for Investment Grade Fixed Maturity Securities
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                           March 31, 2005
                                                                                                  -------------------------------
                                                                                                                        Gross
                                                                                                   Amortized         Unrealized
                                                                                                      Cost             Losses
                                                                                                  ------------      -------------
<s>                                                                                               <c>               <c>
Fixed Maturity Securities by Industry Concentration:
     Municipals.................................................................                  $     850.2       $       15.0
     Utilities..................................................................                        286.2                5.6
     Finance....................................................................                        175.9                4.7
     Service....................................................................                        133.6                2.4
     Other (includes 16 industry groups)........................................                      1,320.2               22.0
                                                                                                  ------------      -------------
         Total..................................................................                  $   2,766.4 (3)   $       49.9
                                                                                                  ============      =============


(3) Represents 43.6 percent of the total fixed maturity securities portfolio.



- ------------------------------------------------------------------------------------------------------------------------------------
Gross Unrealized Losses Stratified by Industry Concentration for Equity Securities
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                           March 31, 2005
                                                                                                  -------------------------------
                                                                                                                        Gross
                                                                                                   Amortized         Unrealized
                                                                                                      Cost             Losses
                                                                                                  ------------      -------------
<s>                                                                                               <c>               <c>
Equity Securities by Industry Concentration:
     Insurance..................................................................                  $      28.4       $        1.3
     Health Care................................................................                         22.5                1.0
     Service....................................................................                          7.2                 .9
     Mutual Funds...............................................................                         54.3                 .7
                                                                                                  ------------      -------------
         Total..................................................................                  $     112.5 (4)   $        4.0 (5)
                                                                                                  ============      =============

(4)  Represents 31.2 percent of the total equity securities portfolio.
(5)  Represents  1.1  percent  of  the  cost  of  the  total  equity  securities
     portfolio,  while gross  unrealized  gains  represent  15.6  percent of the
     portfolio.





                                       16



- ------------------------------------------------------------------------------------------------------------------------------------
Gross Unrealized Losses Stratified For All Fixed Maturity Securities
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                     March 31, 2005
                                                         ------------------------------------------------------------------------
                                                                  Amortized Cost
                                                           of Fixed Maturity Securities               Gross Unrealized Losses
                                                         ---------------------------------       --------------------------------
                                                                                 Non-                                   Non-
                                                                              Investment                             Investment
                                                              All             Grade Only             All             Grade Only
                                                         -------------       -------------       ------------       -------------
<s>                                                      <c>                 <c>                 <c>                <c>
Maturity Ranges:
     Due in one year or less........................     $      133.0        $        -          $        .4        $        -
     Due after one year through five years..........            867.9                 -                 15.3                 -
     Due after five years through ten years.........          1,735.8                 -                 33.5                 -
     Due after ten years............................             29.5                 -                   .6                 -
                                                         -------------       -------------       ------------       -------------
        Total.......................................     $    2,766.4        $        -          $      49.9        $        -
                                                         =============       =============       ============       =============




- ------------------------------------------------------------------------------------------------------------------------------------
Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                      March 31, 2005
                                                          -----------------------------------------------------------------------
                                                                             Amount of Gross Unrealized Losses
                                                          -----------------------------------------------------------------------
                                                                                                                     Total Gross
                                                            Less than           20% to 50%          More than         Unrealized
                                                           20 %of Cost           of Cost           50% of Cost           Loss
                                                          -------------       -------------       ------------      -------------
<s>                                                       <c>                 <c>                 <c>               <c>
Number of Months in Loss Position:
Fixed Maturity Securities:
         One to six months....................            $       32.1        $       -           $      -          $       32.1
         Seven to twelve months...............                    13.2                -                  -                  13.2
         More than twelve months..............                     4.5                -                  -                   4.5
                                                          -------------       -------------       ------------      -------------
                  Total.......................            $       49.9        $       -           $      -          $       49.9
                                                          =============       =============       ============      =============
Equity Securities:
         One to six months....................            $        3.0        $       -           $      -          $        3.0
         Seven to twelve months...............                      .9                -                  -                    .9
         More than twelve months..............                     -                  -                  -                  -
                                                          -------------       -------------       ------------      -------------
                  Total.......................            $        4.0        $       -           $      -          $        4.0
                                                          =============       =============       ============      =============

Number of Issues in Loss Position:
Fixed Maturity Securities:
         One to six months....................                     553                -                  -                   553
         Seven to twelve months...............                     100                -                  -                   100
         More than twelve months..............                      28                -                  -                    28
                                                          -------------       -------------       ------------      ------------
                  Total.......................                     681                -                  -                   681 (6)
                                                          =============       =============       ============      =============
Equity Securities:
         One to six months....................                       3                -                  -                     3
         Seven to twelve months...............                       1                -                  -                     1
         More than twelve months..............                     -                    1                -                     1
                                                          -------------       -------------       ------------      ------------
                  Total.......................                       4                  1                -                     5 (6)
                                                          =============       =============       ============      ============


The  aging of  issues  with  unrealized  losses  employs  closing  market  price
comparisons  with an  issue's  original  cost.  The  percentage  reduction  from
original  cost  reflects  the decline as of a specific  point in time (March 31,
2005 in the above table) and,  accordingly,  is not  indicative  of a security's
value having been consistently  below its cost at the percentages and throughout
the periods shown.

(6)  At March 31, 2005 the number of issues in a loss  position  represent  40.2
     percent as to fixed maturities, and 15.6 percent as to equity securities of
     the total number of such issues held by the Company.











                                       17



- ------------------------------------------------------------------------------------------------------------------------------------
Age Distribution of Fixed Maturity Securities
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                March 31,             December 31,
                                                                                                  2005                   2004
                                                                                           ------------------      -----------------
<s>                                                                                        <c>                     <c>
Maturity Ranges:
     Due in one year or less........................................................                    9.0%                  12.5%
     Due after one year through five years..........................................                   43.0                   42.9
     Due after five years through ten years.........................................                   45.3                   43.5
     Due after ten years through fifteen years......................................                    2.7                    1.1
     Due after fifteen years........................................................                     -                      -
                                                                                           ==================      =================
         Total......................................................................                  100.0%                 100.0%
                                                                                           ==================      =================


Average Maturity....................................................................               4.7 Years              4.7 Years
                                                                                           ==================      =================
Duration (7)........................................................................               4.2                    4.1
                                                                                           ==================      =================


(7)  Duration is used as a measure of bond price  sensitivity  to interest  rate
     changes.  A duration of 4.2 as of March 31, 2005  implies  that a 100 basis
     point parallel  increase in interest rates from current levels would result
     in a possible  decline in the market value of the long-term  fixed maturity
     investment portfolio of approximately 4.2 percent.


- ------------------------------------------------------------------------------------------------------------------------------------
Composition of Unrealized Gains (Losses)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                               March 31,              December 31,
                                                                                                 2005                     2004
                                                                                          ------------------       -----------------
<s>                                                                                       <c>                      <c>
Fixed Maturity Securities:
     Amortized cost................................................................       $         6,346.4        $        6,273.2
     Estimated fair value..........................................................                 6,420.1                 6,455.9
                                                                                          ------------------       -----------------
     Gross unrealized gains........................................................                   123.6                   194.5
     Gross unrealized losses.......................................................                   (49.9)                  (11.8)
                                                                                          ------------------       -----------------
         Net unrealized gains .....................................................       $            73.6        $          182.7
                                                                                          ==================       =================

Equity Securities:
     Cost..........................................................................       $           361.3        $          396.8
     Estimated fair value..........................................................                   413.6                   459.0
                                                                                          ------------------       -----------------
     Gross unrealized gains........................................................                    56.2                    68.6
     Gross unrealized losses.......................................................                    (4.0)                   (6.4)
                                                                                          ------------------       -----------------
         Net unrealized gains......................................................       $            52.2        $           62.2
                                                                                          ==================       =================


     Among other major assets,  substantially  all of the Company's  receivables
are not past due.  Reinsurance  recoverable balances on paid or estimated unpaid
losses are deemed  recoverable  from solvent  reinsurers or have  otherwise been
reduced by  allowances  for estimated  amounts  unrecoverable.  Deferred  policy
acquisition  costs are  estimated by taking into  account the variable  costs of
producing   specific  types  of  insurance   policies,   and  evaluating   their
recoverability  on the basis of recent  trends in claims  costs.  The  Company's
deferred policy acquisition cost balances have not fluctuated substantially from
period-to-period  and do not  represent  significant  percentages  of  assets or
shareholders' equity.

     The  parent   holding   company  meets  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.  The Company can receive up to $341.5
in  dividends  from its  subsidiaries  in 2005  without  the prior  approval  of
regulatory authorities. The liquidity achievable through such permitted dividend
payments is more than adequate to cover the parent holding  company's  currently
expected cash outflows  represented  mostly by interest on outstanding  debt and
quarterly cash dividend payments to shareholders.  In addition, Old Republic can
access  the  commercial  paper  market  for up to $150.0  to meet  unanticipated
liquidity needs.

     Old  Republic's  capitalization  of $4,024.1 at March 31, 2005 consisted of
debt of $143.2 and common shareholders' equity of $3,880.9.  The increase in the
common  shareholders'  equity  account during the first quarter of 2005 reflects
primarily the retention of earnings in excess of dividends  requirements  offset
by a decrease in the value of investments carried at market values. Old Republic
has paid cash dividends to its shareholders without interruption since 1942, and
has increased the annual rate in each of the past 23 years.  The annual dividend
rate is  typically  reviewed and approved by the Board of Directors in the first
quarter of each  year.  In  establishing  each  year's  cash  dividend  rate the
Corporation  does not follow a strict  formulaic  approach  and favors a gradual
rise in the  annual  dividend  rate  that is  largely  reflective  of  long-term
consolidated operating earnings trends.  Accordingly,  each year's dividend rate
is set  judgmentally in consideration of such key factors as the dividend paying
capacity  of the  Corporation's  insurance  subsidiaries,  the trends in average
annual  statutory and GAAP earnings for the six most recent calendar years,  and
the long-term  expectations for the Corporation's  consolidated business. At its
March,  2005 meeting the Board of Directors  approved a quarterly  cash dividend
rate of 17 cents per  share,  up from 13 cents per  share,  subject to the usual
quarterly authorizations.


                                       18


     At its March, 2004 meeting, the Company's Board of Directors authorized the
reacquisition  of up to  $250.0 of common  shares as market  conditions  warrant
during the two year  period  from that date;  no stock had as yet been  acquired
through March 31, 2005 pursuant to this authorization.


                              RESULTS OF OPERATIONS

Revenues:  Premiums & Fees

     Pursuant  to  GAAP  applicable  to the  insurance  industry,  revenues  are
associated with the related benefits, claims, and expenses.

     Substantially all general  insurance  premiums are reflected in income on a
pro-rata basis.  Earned but unbilled premiums are generally taken into income on
the billing date, while adjustments for retrospective premiums,  commissions and
similar  charges or credits are accrued on the basis of periodic  evaluations of
current underwriting experience and contractual  obligations.  Nearly all of the
Company's  mortgage  guaranty premiums stem from monthly  installment  policies.
Accordingly,  such  premiums  are  written  and earned in the month  coverage is
effective.  With respect to minor numbers of annual or single premium  policies,
earned premiums are largely recognized on a pro-rata basis over the terms of the
policies.  Title premium and fee revenues  stemming  from the  Company's  direct
operations (which includes branch offices of its title insurers and wholly owned
subsidiaries of the Company) represent  approximately 38 percent of consolidated
title business revenues. Such premiums are generally recognized as income at the
escrow closing date which  approximates  the policy  effective  date. Fee income
related to escrow and other  closing  services  is  recognized  when the related
services  have been  performed  and  completed.  The  remaining  62  percent  of
consolidated  title  premium and fee revenues is produced by  independent  title
agents and underwritten title companies. Rather than making estimates that could
be subject to significant  variance from actual premium and fee production,  the
Company recognizes  revenues from those sources upon receipt.  Such receipts can
reflect  a  three  to four  month  lag  relative  to the  effective  date of the
underlying title policy, and are offset  concurrently by production expenses and
claim reserve provisions.

     The  major  sources  of Old  Republic's  earned  premiums  and fees for the
periods shown were as follows:

                                                                                                                      % Change
                                                                                                                     from prior
                                                 General      Mortgage       Title        Other         Total          period
                                               ----------    ----------    ---------    ----------    ----------    ------------
<s>                                            <c>           <c>           <c>          <c>           <c>           <c>
   Years Ended December 31:
        2000............................       $   857.8     $   331.4     $  494.0     $    53.4     $ 1,736.8           -2.5%
        2001............................         1,000.2         353.1        625.3          50.6       2,029.5           16.9
        2002............................         1,184.1         376.2        813.4          50.1       2,423.9           19.4
        2003............................         1,379.5         400.9      1,103.8          51.6       2,936.0           21.1
        2004............................         1,623.0         403.2      1,025.2          64.6       3,116.1            6.1
   Quarters Ended March 31:
        2004............................           376.5          98.7        234.1          17.1         726.6            9.5
        2005............................       $   431.1     $   105.4     $  231.7     $    20.6     $   788.8            8.6%
                                               ==========    ==========    =========    ==========    ==========    ============












                                       19


     The percentage allocation of net premiums earned for major insurance
coverage in the General Insurance Group was as follows:


                                              Quarters Ended
                                                 March 31,                              Years Ended December 31,
                                          -----------------------   ----------------------------------------------------------------
                                             2005         2004         2004         2003         2002          2001          2000
                                          ----------   ----------   ----------    ---------    ---------    ----------    ----------
<s>                                       <c>          <c>          <c>           <c>          <c>          <c>           <c>
Type of Coverage:
    Commercial Automobile
       (mostly trucking).............         38.8%         38.3%        37.9%        39.5%        43.0%         45.7%         49.7%
    Workers' Compensation............         22.4          23.4         21.8         20.0         19.1          17.4          16.6
    Financial Indemnity..............         10.9          12.4         11.8         11.7          8.7           7.2           7.9
    Property.........................         11.0          11.7         11.3         12.2         12.9          12.8          13.7
    General Liability................          5.9           4.4          5.8          5.3          4.7           5.4           5.1
    Other............................         11.0           9.8         11.4         11.3         11.6          11.5           7.0
                                          ----------   ----------   ----------    ---------    ---------    ----------    ----------
    Total............................        100.0%        100.0%       100.0%       100.0%       100.0%        100.0%        100.0%
                                          ==========   ==========   ==========    =========    =========    ==========    ==========


     The following  tables provide  information on risk exposure  trends for Old
Republic's Mortgage Guaranty Group.


                                    Quarters Ended
                                       March 31,                                    Years Ended December 31,
                              --------------------------    ------------------------------------------------------------------------
                                 2005           2004           2004           2003            2002           2001           2000
                              -----------    -----------    -----------    -----------    ------------    -----------    -----------
<s>                           <c>            <c>            <c>            <c>            <c>             <c>            <c>
New Insurance Written:
   Traditional Primary....    $  4,705.6     $  5,899.5     $ 24,749.4     $ 37,255.8     $  30,809.6     $ 25,085.4     $ 14,929.7
   Bulk...................       3,299.5           41.1        4,487.8        6,806.6         5,130.0        2,614.4           35.3
   Other..................          39.8        1,165.0        7,324.7        5,802.8         7,555.5        3,675.3        1,594.8
                              -----------    -----------    -----------    -----------    ------------    -----------    -----------
   Total..................    $  8,045.0     $  7,105.7     $ 36,562.0     $ 49,865.2     $  43,495.1     $ 31,375.1     $ 16,559.8
                              ===========    ===========    ===========    ===========    ============    ===========    ===========

Net Risk In Force:
   Traditional Primary....    $ 15,274.2     $ 15,289.7     $ 15,452.2     $ 15,329.5     $  15,367.6     $ 15,043.5     $ 14,840.7
   Bulk...................       1,094.5          783.3          834.8          802.2           513.0          167.0            8.7
   Other..................         580.4          509.2          580.9          493.4           450.7          336.9          271.5
                              -----------    -----------    -----------    -----------    ------------    -----------    -----------
   Total..................    $ 16,949.2     $ 16,582.2     $ 16,868.0     $ 16,625.1     $  16,331.3     $ 15,547.4     $ 15,120.9
                              ===========    ===========    ===========    ===========    ============    ===========    ===========



                                                      Quarter Ended
                                                        March 31,                          Years Ended December 31,
                                                   --------------------    ---------------------------------------------------------
                                                     2005        2004        2004        2003        2002        2001         2000
                                                   --------    --------    --------    --------    --------    --------    ---------
<s>                                                <c>         <c>         <c>         <c>         <c>         <c>         <c>
Analysis of Traditional Primary Risk in Force:
   By Fair Isaac & Company ("FICO") Scores (1):
     FICO less than 620.........................       8.6%        8.5%        8.6%        8.5%          -%          -%           -%
     FICO 620 to 680............................      31.4        29.8        31.1        29.2           -           -            -
     FICO greater than 680......................      51.8        49.6        51.4        48.8           -           -            -
     Unscored/Unavailable.......................       8.2%       12.1%        8.9%       13.5%          -%          -%           -%
     --------------------
     (1) Scores were unavailable for a substantial
         number of policies in force prior to 2003.

   By Loan to Value ("LTV") Ratio:
     LTV less than 85...........................       5.6%        6.2%        5.7%        6.4%        6.0%        5.7%         5.4%
     LTV 85 to 90...............................      36.9        37.2        36.8        37.3        37.3        37.6         38.2
     LTV 90 to 95...............................      41.4        43.5        42.0        43.8        47.0        48.8         50.3
     LTV greater than 95........................      16.1%       13.1%       15.5%       12.5%        9.7%        7.9%         6.1%

   By Type of Loan Documentation:
     Full Documentation.........................      92.6%       94.2%       93.2%       94.4%       96.7%       99.4%       100.0%
     Reduced Documentation......................       7.4%        5.8%        6.8%        5.6%        3.3%         .6%           -%



                                       20


                                               Quarters Ended
                                                  March 31,                             Years Ended December 31,
                                            ----------------------    --------------------------------------------------------------
                                              2005         2004         2004         2003         2002          2001         2000
                                            ---------    ---------    ---------    ---------    ----------    ---------    ---------
<s>                                         <c>          <c>          <c>          <c>          <c>           <c>          <c>
Earned Premiums:
   Direct...........................        $  124.6     $  118.5     $  483.6     $  467.3     $   432.4     $  390.9     $  359.0
                                            =========    =========    =========    =========    ==========    =========    =========
   Net..............................        $  105.4     $   98.7     $  403.2     $  400.9     $   376.2     $  353.1     $  331.4
                                            =========    =========    =========    =========    ==========    =========    =========


Persistency / Traditional Primary...            65.2%        50.2%        64.5%        46.0%         59.1%        65.3%        82.1%
Persistency / Bulk (2)..............            49.7%        41.0%        55.7%        31.8%         71.7%           -%           -%

- ----------------
(2)  Due to the relative  immaturity of the bulk  business,  the above trend may
     prove to be highly volatile.

     The  following  table  indicates the  percentage  allocation of Title Group
premium and fee revenues by production sources:

                                               Quarters Ended
                                                  March 31,                              Years Ended December 31,
                                           ------------------------   --------------------------------------------------------------
                                             2005          2004         2004          2003         2002         2001         2000
                                           ----------    ---------    ----------    ---------    ---------    ---------    ---------
<s>                                        <c>           <c>          <c>           <c>          <c>          <c>          <c>
Direct operations.....................         38.5%        35.7%         38.1%        40.0%        43.7%        47.4%        45.8%
Independent title agents & other......         61.5         64.3          61.9         60.0         56.3         52.6         54.2
                                           ----------    ---------    ----------    ---------    ---------    ---------    ---------
Total.................................        100.0%       100.0%        100.0%       100.0%       100.0%       100.0%       100.0%
                                           ==========    =========    ==========    =========    =========    =========    =========


     Consolidated net premiums and fees earned increased by 8.6% and 9.5% in the
first quarters of 2005 and 2004,  respectively.  Earned  premiums in the General
Insurance  Group grew by 14.5% and 20.0% in the first quarters of 2005 and 2004,
respectively,  as a result of positive  pricing and risk  selection  changes the
Company  effected  during  the 2001 to 2003  period  in  particular,  as well as
additional  business produced in a reasonably stable  underwriting  environment.
Mortgage guaranty premium income trends reflect improved  persistency trends for
traditional  primary  mortgage  insurance.  Title Group premium and fee revenues
were  basically  flat in the  first  quarters  of both  2005  and  2004  and are
reflective of a reduction in mortgage  refinancing activity which reached a peak
in the third quarter of 2003.

Revenues: Net Investment Income

     Net investment income is affected by trends in interest and dividend yields
for the types of  securities in which the  Company's  funds are invested  during
individual  reporting  periods.  The following  tables reflect the segmented and
consolidated  invested asset bases as of the indicated dates, and the investment
income  earned and  resulting  yields on such  assets.  In  calculating  yields,
non-interest  bearing U.S.  Treasury tax and loss bonds,  held by the  Company's
mortgage  guaranty  subsidiaries  for deferred  tax  purposes,  are  necessarily
excluded  from the invested  asset base.  Since the Company can exercise  little
control over market  values,  yields are  evaluated  on the basis of  investment
income  earned in  relation to the  amortized  cost of the  underlying  invested
assets,  though  yields based on the market values of such assets are also shown
in the statistics below.

                                                                                                        Market        Invested
                                                     Invested Assets at Cost                             Value       Assets at
                               -------------------------------------------------------------------      Adjust-        Market
                                 General       Mortgage       Title         Other         Total          ment          Value
                               -----------    ----------    ----------    ---------    -----------    ----------    -----------
<s>                            <c>            <c>           <c>           <c>          <c>            <c>           <c>
As of  December 31:
     2000..................    $  3,112.3     $ 1,333.6     $   373.7     $  149.5     $  4,969.2     $    98.0     $  5,067.2
     2001..................       3,198.8       1,542.3         423.9        150.1        5,315.0         219.7        5,534.8
     2002..................       3,446.0       1,700.9         489.6        226.9        5,863.4         305.5        6,169.0
     2003..................       3,798.2       1,827.9         556.9        177.1        6,360.1         360.3        6,720.4
     2004..................       4,217.8       2,001.2         595.2        295.0        7,109.4         262.2        7,371.6
As of  March 31:
     2004..................       3,911.2       1,906.9         547.9        191.4        6,557.6         385.7        6,943.3
     2005..................    $  4,347.7     $ 2,062.7     $   559.2     $  297.9     $  7,267.5     $   143.1     $  7,410.7
                               ===========    ==========    ==========    =========    ===========    ==========    ===========








                                       21



                                                      Net Investment Income                                     Yield at
                               -------------------------------------------------------------------      ------------------------
                                 General      Mortgage       Title          Other          Total           Cost         Market
                               ----------    ----------    ----------    ----------     ----------      ---------     ----------
<s>                            <c>           <c>           <c>           <c>            <c>             <c>           <c>
Years Ended
   December 31:
     2000..................    $   179.8     $    56.8     $    24.0     $    13.3      $   273.9           6.0%           5.9%
     2001..................        175.7          63.3          22.7          12.8          274.7           5.7            5.5
     2002..................        172.5          65.8          22.5          11.7          272.6           5.2            5.0
     2003..................        175.0          65.7          23.5          14.9          279.2           4.9            4.6
     2004..................        183.4          67.7          25.5          14.0          290.8           4.6            4.4
Quarters Ended
   March 31:
     2004..................         44.4          16.6           6.2           3.1           70.5           4.5            4.4
     2005..................    $    47.8     $    17.5     $     6.3     $     3.9      $    75.7           4.5%           4.4%
                               ==========    ==========    ==========    ==========     ==========      =========     ==========


     Consolidated  net investment  income grew by 7.4% when compared to the same
period of 2004  primarily due to the benefits of a rising  invested  asset base.
Yield trends  reflect at once the  relatively  short  maturity of Old Republic's
fixed maturity  securities  portfolio as well as  continuation  of a lower yield
environment during the past several years.

Revenues: Net Realized Gains

     The  Company's  investment  policies  have not been designed to maximize or
emphasize the  realization of investment  gains.  Rather,  these policies aim to
assure a stable  source of income from  interest and  dividends,  protection  of
capital,  and provision of sufficient  liquidity to meet insurance  underwriting
and other  obligations  as they become  payable in the future.  Dispositions  of
fixed  maturity  securities  arise mostly from  scheduled  maturities  and early
calls; for the first quarters of 2005 and 2004,  79.8% and 88.7%,  respectively,
of all such dispositions resulted from these occurrences. Dispositions of equity
securities  at  a  realized  gain  or  loss  reflect  such  factors  as  ongoing
assessments of issuers' business prospects, rotation among industry sectors, and
tax planning considerations.  Additionally, the amount of net realized gains and
losses   registered   in  any  one   accounting   period  are  affected  by  the
aforementioned  assessments  of  securities'  values  for other  than  temporary
impairment.   As  a  result  of  the   interaction  of  all  these  factors  and
considerations,  net realized  investment gains or losses can vary significantly
from  period-to-period,  and in the  Company's  view are not  indicative  of any
particular  trend or result in its basic insurance  underwriting  business.  The
following table reflects the composition of net realized gains or losses for the
periods shown:

                                                    Quarters Ended
                                                       March 31,                            Years Ended December 31,
                                                 ----------------------   ----------------------------------------------------------
                                                   2005         2004        2004        2003          2002        2001        2000
                                                 ---------    ---------   --------    ---------    ---------    --------    --------
<s>                                              <c>          <c>         <c>         <c>          <c>          <c>         <c>
Realized Gains (Losses)
  on Disposition of:
    Fixed maturity securities.................   $     .3     $     .7    $   4.6     $    4.6     $    3.8     $  (2.9)    $    .8
    Equity securities and miscellaneous
        investments...........................       12.7         14.8       48.5         31.1         29.1        39.4        32.9
                                                 ---------    ---------   --------    ---------    ---------    --------    --------
         Total                                       13.0         15.6       53.2         35.7         33.0        36.5        33.6
                                                 ---------    ---------   --------    ---------    ---------    --------    --------
Impairment losses on:
    Fixed maturity securities.................        -            -          -            -           (5.0)       (1.2)        -
    Equity securities and miscellaneous
        investments...........................       (5.1)         -         (5.2)       (16.4)       (14.0)       (5.5)        -
                                                 ---------    ---------   --------    ---------    ---------    --------    --------
         Total                                       (5.1)         -         (5.2)       (16.4)       (19.0)       (6.7)        -
                                                 ---------    ---------   --------    ---------    ---------    --------    --------
Net realized gains............................   $    7.9     $   15.6    $  47.9     $   19.3     $   13.9     $  29.7     $  33.6
                                                 =========    =========   ========    =========    =========    ========    ========


Expenses: Benefits and Claims

     In order to achieve a  necessary  matching of revenues  and  expenses,  the
Company records the benefits, claims and related settlement costs that have been
incurred during each accounting period.  Such costs are affected by the adequacy
of reserve estimates established for current and prior years' claim occurrences.
The establishment of claim reserves by the Company's insurance subsidiaries is a
reasonably complex and dynamic process influenced by a large variety of factors.
These factors principally include past experience  applicable to the anticipated
costs of various  types of  claims,  continually  evolving  and  changing  legal
theories emanating from the judicial system, recurring accounting,  statistical,
and  actuarial  studies,  the  professional  experience  and  expertise  of  the
Company's  claim  departments'  personnel or  attorneys  and  independent  claim
adjusters, ongoing changes in claim frequency or severity patterns such as those
caused by natural disasters,  illnesses,  accidents,  work-related injuries, and
changes in general and industry-specific economic conditions.  Consequently, the
reserve-setting  process relies on the opinions of a large number of persons, on
the  application  and  interpretation  of historical  precedent  and trends,  on
expectations  as  to  future  developments,  and  on  management's  judgment  in
interpreting  all such factors.  At any point in time, the Company is exposed to
possibly higher than anticipated claim costs due to all of these factors, and to
the evolution, interpretation, and expansion of tort law, as well as the effects
of unexpectedly adverse jury verdicts.


                                       22

     All reserves are thus based on a large number of assumptions  and resulting
estimates which are periodically reviewed and evaluated in the light of emerging
claim experience and changing circumstances.  The resulting changes in estimates
are  recorded in  operations  of the  periods  during  which they are made.  The
Company  believes that its overall  reserving  practices have been  consistently
applied over many years. For at least the past ten years, previously established
reserves have produced reasonable estimates of the cumulative ultimate net costs
of claims incurred.  However,  no representation is made that ultimate net claim
and related  costs will not develop in future  years to be greater or lower than
currently established reserve estimates.

     In addition to the factors cited in the two preceding  paragraphs,  certain
events could impact  adversely  the  Company's  reserve  adequacy and its future
operating  results  and  financial  condition.  With  respect to Old  Republic's
general  insurance  business,  such events or exposures would include but not be
limited to  catastrophic  workers'  compensation  claims  caused by a  terrorist
attack or a  natural  disaster  such as an  earthquake,  legislated  retroactive
incurrence of previously denied or settled claims, the levying of major guaranty
fund  assessments  by various  states  based on the costs of  insurance  company
failures  apportioned  against  remaining and financially  secure insurers,  the
future failure of one or more significant assuming reinsurers that would void or
reduce the Company's reinsurance  recoverable for losses paid or in reserve, and
greater than expected  involuntary market  assessments,  such as those caused by
forced  participation in assigned risk and similar involuntary market plans, all
of which cannot be reasonably estimated prior to their emergence.

     Mortgage  insurance  claim  reserves  are  determined  on the  basis of the
carried risk on reported  loan  defaults  and on an estimate of defaulted  loans
that have yet to be reported. In establishing its reserve position,  the Company
establishes  estimates  of  average  claim  frequency  (the  number of  reported
defaults  which will  ultimately  result in a claim  payment) and average  claim
severity (the amount of claim ultimately to be paid).

     The majority of defaults  reported to the Company are cured by the borrower
either by making the  necessary  number of  mortgage  payments to bring the loan
current,  by  refinancing  the mortgage  loan,  or by selling the property in an
amount  sufficient to cover the  outstanding  mortgage debt.  Estimates of claim
frequency,  which are based on historical  trends and on judgments as to current
and  future  economic  conditions,  are  applied  according  to the level of the
reported default. Claim severity is estimated based on historical claim payments
including  the  impact  of loss  mitigation  strategies  and  potential  salvage
recoveries. Once reported, the time required to cure a default or settle a claim
can be significant,  often running years from the date of original  default.  As
such,  ultimate  cure and claim rates  develop over long periods of time,  often
through changing economic  conditions.  Higher mortgage guaranty loss ratios for
2004 resulted from greater loss provisions  caused by an increase in paid losses
and net  reserve  additions  that  reflect  moderately  higher  expectations  of
estimated claim frequency and severity.

     Title  segment  loss  reserve  levels  could be impacted  adversely by such
developments as reduced loan refinancing activity,  the effect of which could be
to lengthen  the period  during  which  title  policies  remain  exposed to loss
emergence, or reductions in either property values or the volume of transactions
which,  by virtue of the  speculative  nature of some real estate  developments,
could lead to increased occurrences of fraud,  defalcations or mechanics' liens.
As to Old  Republic's  small  life  and  health  insurance  operations,  reserve
adequacy may be affected adversely by greater than anticipated medical care cost
inflation as well as greater than expected frequency and severity of claims.

     In management's opinion,  geographic  concentrations of assureds' employees
in the path of an earthquake or acts of terrorism represent the most significant
catastrophic  risks to Old Republic's  General  insurance  segment.  These risks
would largely impact the workers'  compensation line since primary insurers such
as the Company must, by regulation,  issue unlimited liability  policies.  While
Old Republic obtains a degree of protection  through its reinsurance  program as
to earthquake exposures, and, until December 31, 2005 through the Terrorism Risk
Insurance Act of 2002, there is no assurance that recoveries thereunder would be
sufficient  to offset the costs of a major  calamity nor  eliminate its possible
major  impact on operating  results and  financial  condition.  Old Republic has
availed  itself of modeling  techniques  to evaluate the  possible  magnitude of
earthquake  or terrorist  induced  claim costs for its most exposed  coverage of
workers'  compensation.   Such  models,  however,  have  not  been  sufficiently
validated  by past  occurrences,  and  rely on a large  variety  and  number  of
assumptions.  As a result,  they may not be predictive  of possible  claims from
future events.  With respect to the Company's  mortgage guaranty  business,  the
most significant risk lies in the possibility of prolonged economic dislocations
that would result in high  unemployment  levels and  depressed  property  values
conspiring  to magnify loan default rates and  resulting  claim costs.  In title
insurance,  the Company's  biggest  exposure likely relates to defalcations  and
fraud which can result in significant  aggregations of claims or  non-collection
of  insurance   premiums.   In  life   insurance,   as  in  general   insurance,
concentrations  of  insured  lives  coupled  with  a  catastrophic  event  would
represent the Company's largest exposure. In all of these regards,  current GAAP
accounting does not permit the Company's  reserving  practices to anticipate and
provide for these exposures before they occur.

                                       23


     Most of Old Republic's consolidated claim and related expense reserves stem
from its general insurance business.  At March 31, 2005, such reserves accounted
for 88.9%  and 82.5% of  consolidated  gross  and net of  reinsurance  reserves,
respectively,  while similar  reserves at December 31, 2004  accounted for 88.6%
and 82.1% of the respective  consolidated  amounts.  The following table shows a
breakdown of gross and net of  reinsurance  claim  reserve  estimates  for major
types of insurance coverages as of those dates:

                                                                                March 31, 2005                 December 31, 2004
                                                                           -------------------------      --------------------------
                                                                             Gross           Net             Gross           Net
                                                                           ----------     ----------      -----------    -----------
<s>                                                                        <c>            <c>             <c>            <c>
Claim and Loss Adjustment Expense Reserves:
Commercial automobile (mostly trucking)..............................      $   807.1      $   653.4       $    788.6     $    635.9
Workers' compensation................................................        1,639.7          833.3          1,607.0          814.0
General liability....................................................          865.2          371.8            808.7          350.5
Other coverages......................................................          595.6          397.0            576.0          382.1
Unallocated loss adjustment expense reserves.........................          131.8           88.0            122.0           87.2
                                                                           ----------     ----------      -----------    -----------
      Total general insurance reserves                                       4,039.7        2,343.8          3,902.4        2,269.7
Other coverages:
Mortgage guaranty....................................................          201.1          199.8            200.5          199.1
Title................................................................          254.2          254.2            252.5          252.5
Life and health......................................................           23.2           18.3             22.6           16.9
Unallocated loss adjustment expense reserves -
   other coverages...................................................           26.0           26.0             25.4           25.4
                                                                           ----------     ----------      -----------    -----------
      Total claim and loss adjustment expense reserves...............      $ 4,544.4      $ 2,842.3       $  4,403.5     $  2,763.8
                                                                           ==========     ==========      ===========    ===========
Asbestosis and environmental claim reserves included
   in the above general insurance reserves:
       Amount........................................................      $   124.7      $    99.2       $    118.9     $     97.1
                                                                           ==========     ==========      ===========    ===========
       % of total general insurance reserves.........................           3.1%           4.2%             3.0%           4.3%
                                                                           ==========     ==========      ===========    ===========


     Old Republic's general insurance business is composed of a large variety of
lines or classes of commercial insurance; it has negligible exposure to personal
lines such as homeowners or private passenger  automobile insurance that exhibit
wide diversification of risks,  significant frequency of claim occurrences,  and
high degrees of statistical  credibility.  Most of the General Insurance Group's
claim reserves stem from liability insurance coverages for commercial customers.
Liability claims typically require more extended periods of investigation and at
times protracted  litigation  before they are finally settled,  and thus tend to
exhibit loss  development and payment patterns that stretch over relatively long
periods of time.

     The Company  establishes  point estimates for most reserves on an insurance
coverage  line-by-line  basis  for  individual  subsidiaries,   sub-classes,  or
individual  accounts  and  blocks  of  business  that have  similar  attributes.
Actuarially  or otherwise  derived  ranges of reserve levels are not utilized as
such in setting these  reserves,  and,  accordingly,  the reserves listed in the
above table  represent the Company's point estimates at each reporting date. The
overall reserve level at any point in time therefore  represents the compilation
of a very large number of reported ("case") reserve estimates and the results of
a variety of formula calculations intended to cover claims and related costs not
as yet reported or emerged  ("IBNR").  Case  reserves  are based on  continually
evolving  assessments  of the facts  available  to the Company  during the claim
settlement process.  Long-term,  disability-type  workers' compensation reserves
are  discounted  to present  value based on  interest  rates that range from 3.5
percent to 4.0 percent.  Formula  calculations  are utilized to provide for IBNR
claim  costs as well as  additional  costs that can arise  from such  factors as
monetary  and  social  inflation,  changes in claims  administration  processes,
changes in reinsurance ceded and  recoverability  levels, and expected trends in
claim costs and related  ratios.  Typically,  such  formulas  take into  account
so-called link ratios that represent  prior years'  patterns of incurred or paid
loss  trends  between   succeeding   years,  or  past  experience   relative  to
progressions  of the number of claims  reported  over time and ultimate  average
costs per claim.  Reserves pertaining to large individual  commercial  insurance
accounts  that  exhibit  sufficient  statistical  credibility,  and  that may be
subject to  retrospective  premium  rating plans or the  utilization  of varying
levels or types of  self-insured  retentions  are  established  on an account by
account basis using case reserves and  applicable  formula-driven  methods.  For
certain so-called long-tail  categories of insurance such as excess liability or
excess workers' compensation,  officers and directors' liability, and commercial
umbrella liability relative to which claim development patterns are particularly
long,  more  volatile,  and immature in their early stages of  development,  the
Company judgmentally  establishes the most current accident years' loss reserves
on the  basis of  expected  loss  ratios.  As  actual  claims  data  emerges  in
succeeding  years,  the  original  accident  year  loss  ratio  assumptions  are
validated  or  otherwise  adjusted   sequentially  through  the  application  of
statistical or actuarial projection techniques such as the  Bornhuetter/Ferguson
method which utilizes data from the more mature experience of prior years.

     Except for a small  portion that emanates  from ongoing  primary  insurance
operations,  a large majority of the asbestosis and environmental  ("A&E") claim
reserves posted by Old Republic stem mainly from its  participations  in assumed
reinsurance treaties and insurance pools.  Substantially all such participations
were  discontinued  fifteen  or more  years ago and have  since  been in run-off
status. With respect to the primary portion of gross A&E reserves,  Old Republic
administers  the related claims through its claims  personnel as well as outside
attorneys,  and posted  reserves  reflect its best  estimates of ultimate  claim
costs.  Claims  administration  for the  assumed  portion of the  Company's  A&E
exposures is handled by the claims  departments  of unrelated  primary or ceding
reinsurance companies.  While the Company performs periodic reviews of a portion
of claim files so managed,  the overall A&E reserves it  establishes  respond to
the paid claim and case  reserve  activity  reported  to the  Company as well as
available  industry  statistical data such as so-called  survival  ratios.  Such
ratios  represent the number of years' average paid losses for the three or five
most recent calendar years that are encompassed


                                       24


by an  insurer's  A&E  reserve  level at any  point in time.  According  to this
simplistic  appraisal of an insurer's  A&E loss reserve  level,  Old  Republic's
average five year survival  ratios stood at 5.5 years (gross) and 8.9 years (net
of reinsurance) as of March 31, 2005 and 6.2 years (gross) and 9.6 years (net of
reinsurance)  as of December 31, 2004.  Fluctuations in this ratio between years
can be caused by the inconsistent  pay out patterns  associated with these types
of claims.  Incurred net losses for  asbestosis  and  environmental  claims have
averaged 2.6 percent of General Insurance Group net incurred losses for the five
years ended December 31, 2004.

     Mortgage  guaranty loss reserves are based on  calculations  that take into
account the number of reported insured mortgage loan defaults as of each balance
sheet date,  as well as  experience-based  estimates of loan  defaults that have
occurred but have not as yet been reported.  Further, the resulting loss reserve
estimates  take into  account a large number of  variables  including  trends in
claim severity,  potential salvage recoveries,  expected cure rates for reported
loan defaults at various  stages of default,  and  judgments  relative to future
employment  levels,  housing  market  activity,  and  mortgage  loan  demand and
extensions.

     Title insurance and related escrow service loss and loss adjustment expense
reserves are  established  to cover the estimated  settlement  costs of known as
well as claims incurred but not reported,  concurrently  with the recognition of
premium and escrow service  revenues.  Reserves for known claims are based on an
assessment of the facts available to the Company during the settlement  process.
Reserves for claims  incurred but not reported are  established  on the basis of
past  experience and  evaluations of such variables as changes and trends in the
types of policies  issued,  changes in real estate  markets  and  interest  rate
environments,  and changed levels of loan refinancings,  all of which can have a
bearing on the emergence, number, and ultimate cost of claims.

     In addition to the above reserve elements, the Company establishes reserves
for loss settlement  costs that are not directly  related to individual  claims.
Such  reserves are based on prior  years' cost  experience  and trends,  and are
intended to cover the unallocated costs of claim departments'  administration of
known and IBNR claims.

     Substantially  all of the Company's  reserves for IBNR claims relate to its
general  insurance  business.  As of March 31, 2005 and December  31, 2004,  the
Company's  general  insurance  segment  carried  reserves  of $812.2 and $735.2,
respectively,  to cover  claims  incurred but not as yet reported as well as for
the possible  adverse  development of known case reserves.  As noted above,  the
aggregate of these provisions, known collectively as IBNR reserves, results from
the  application  of many  formulas  and  reserve-setting  approaches  that  are
sensitive  to the wide  variety  of already  enumerated  factors.  Should  these
reserves for IBNR claims be understated by 10 percent for a deficiency of $81.2,
or 3.5 percent of the Company's net general  insurance  reserves as of March 31,
2005 and $73.5,  or 3.2 percent as of the prior year end balance sheet date, the
impact on the  Company's  income  statement  would be to reduce pretax income by
such  amounts.  While Old Republic has not incurred  such a deficiency  level on
total  reserves  posted  as of the 10 most  recent  year  ends,  there can be no
assurance that this favorable experience will continue in the future.

     The  percentage  of net claims,  benefits and related  settlement  expenses
measured  against premiums and related fee revenues of the Company's three major
operating segments and its consolidated results were as follows:

                                                                  General          Mortgage          Title          Consolidated
                                                               --------------    -------------     -----------     -------------
<s>                                                            <c>               <c>               <c>             <c>
Years Ended December 31:
     2000.............................................                 77.9%            15.0%            3.6%             43.9%
     2001.............................................                 75.3             16.1             4.0              42.4
     2002.............................................                 72.6             14.1             5.0              40.2
     2003.............................................                 67.8             22.7             5.8              37.9
     2004.............................................                 66.1             35.5             5.8              42.0
Quarters Ended March 31:
     2004.............................................                 67.0             29.5             6.0              41.6
     2005.............................................                 67.4%            32.2%            6.0%             43.9%
                                                               ==============    =============     ===========     =============


     The  percentage  of net claims,  benefits and related  settlement  expenses
measured against premiums by major insurance  coverage in the General  Insurance
Group were as follows:

                                                  Quarter Ended
                                                    March 31,                              Years Ended December 31,
                                             -----------------------    ------------------------------------------------------------
                                               2005          2004         2004         2003         2002         2001         2000
                                             ---------    ----------    ---------    ---------    ---------    ---------    --------
<s>                                          <c>          <c>           <c>          <c>          <c>          <c>          <c>
Type of Coverage:
Commercial Automobile (Trucking).........       70.7%         70.2%        66.5%        70.4%        78.4%        82.5%       91.4%
Workers' Compensation....................       70.8          69.4         72.4         81.2         93.2         89.0        90.3
Financial Indemnity......................       51.7          44.5         47.6         51.0         41.1         39.0        33.6
Property.................................       53.6          51.4         56.2         59.1         51.5         59.5        54.1
General Liability........................       98.5         141.7        108.6         89.5         67.6         71.0        64.7
Other....................................       61.6%         62.6%        59.3%        52.2%        66.9%        68.5%       58.4%
                                             =========    ==========    =========    =========    =========    =========    ========




                                       25

Average Mortgage  Guaranty paid claims,  and certain  delinquency ratio data are
shown below:

                                              Quarters Ended
                                                 March 31,                              Years Ended December 31,
                                           ----------------------    ---------------------------------------------------------------
                                             2005         2004          2004         2003         2002          2001         2000
                                           ---------    ---------    ----------   ----------    ---------    ----------    ---------
<s>                                        <c>          <c>          <c>          <c>           <c>          <c>           <c>
Average Paid Claim Amount: (1)
   Traditional Primary.............        $ 24,384     $ 22,786     $  23,920    $  22,339     $ 20,693     $  19,221     $ 21,551
   Bulk (2)........................        $ 20,561     $ 18,762     $  19,885    $  29,293     $     -      $      -      $     -
   ---------------
   (1) Amounts are in whole dollars.
   (2) Due to the relative immaturity of the bulk business, the above trend may
       prove to be highly volatile.

Delinquency Ratio:
   Traditional Primary.............           3.75%        3.67%         4.11%        3.95%        3.43%         2.84%        2.50%
   Bulk                                       3.79%        5.62%         4.59%        4.76%        3.28%          .33%           -%

Traditional Primary Delinquency Ratios for Top Ten States (3):

   Florida.........................            2.5%          3.1%         3.2%         3.5%         3.6%          3.4%         3.4%
   Texas...........................            4.5           4.3          5.0          4.6          3.9           3.2          2.7
   Georgia.........................            5.1           4.6          5.6          4.9          3.9           2.9          2.9
   Illinois........................            3.5           3.6          3.8          4.0          3.3           2.9          2.6
   North Carolina..................            4.4           4.5          4.9          4.7          4.0           3.0          2.4
   California......................            1.7           2.3          2.1          2.8          2.9           3.1          2.9
   Ohio............................            7.2           6.6          7.6          6.9          4.9           3.8          3.2
   Pennsylvania....................            4.0           3.8          4.4          3.8          3.3           2.5          2.3
   Minnesota.......................            3.4           2.5          3.5          2.5          2.1           1.9          1.1
   Arizona.........................            2.4%          3.1%         2.8%         3.4%         3.3%          2.7%         1.8%

- ---------------
(3)  As  determined  by risk in force as of December 31,  2004.  These 10 states
     represent approximately 50% of risk in force as of that date.

     The  general  insurance  portion  of  the  claims  ratio  has  reflected  a
reasonably  consistent  downtrend  since 1999.  The reduction in this major cost
factor  reflects   largely  the   aforementioned   pricing  and  risk  selection
improvements  that have been  applied  since  2001,  together  with  elements of
reduced loss  severity and  frequency.  The mortgage  guaranty  claims ratio has
trended  higher since the second quarter of 2003  reflecting  increases in claim
provisions  principally  due  to  such  factors  as  higher  loss  payments  and
expectations of higher severity and frequency of claims. The lower 2002 mortgage
guaranty  claims  ratio  resulted  from a  decline  in claim  provisions  driven
principally  by a drop in expected  claim  severity and a small increase in 2001
was largely the result of a moderately  higher loan  default  rate  factor.  The
title  insurance  loss ratios have been in the low single  digits in each of the
past five years due to a continuation  of favorable  trends in claims  frequency
and severity for business  underwritten  since 1992 in particular.  The moderate
uptrend in title  insurance  loss ratios since 2002 stems from a rise in the net
provision for ultimate claim costs from the  historically  low level achieved in
2001 and 2000. The consolidated  benefits and claims ratio reflects the changing
effects  of  period-to-period  contributions  of each  segment  to  consolidated
results, and this ratio's variances within each segment.

Expenses: Underwriting, Acquisition and Other Expenses

     The ratio of consolidated underwriting,  acquisition, and other expenses to
net premiums  and fees earned was 44.6% and 47.7% in the first  quarters of 2005
and  2004,  respectively.  Variations  in these  consolidated  ratios  reflect a
continually  changing mix of  coverages  sold and  attendant  costs of producing
business in the Company's  three  business  segments.  The following  table sets
forth the  expense  ratios  registered  by each major  business  segment  and in
consolidation for the periods shown:


                                                                 General          Mortgage           Title         Consolidated
                                                              --------------    -------------     -----------     -------------
<s>                                                           <c>               <c>               <c>             <c>
Years Ended December 31:
     2000.............................................                28.1%            29.6%           92.4%             47.7%
     2001.............................................                26.7             27.5            87.2              46.5
     2002.............................................                25.8             32.3            85.6              47.9
     2003.............................................                25.5             24.8            84.6              48.5
     2004.............................................                24.6             25.6            90.5              47.3
Quarters Ended March 31:
     2004.............................................                26.0             29.1            91.0              47.7
     2005.............................................                24.7%            23.1%           91.2%             44.6%
                                                              ==============    =============     ===========     =============


     Expense  ratios for the Company as a whole have remained  basically  stable
for the periods reported upon. To a significant degree,  expense ratios for both
the general  and title  insurance  segments  are mostly  reflective  of variable
costs,


                                       26


such as  commissions  or  similar  charges,  that  rise or  decline  along  with
corresponding  changes in premium and fee income,  as well as changes in general
operating expenses which can contract or expand in differing  proportions due to
varying levels of operating  efficiencies and expense management  opportunities.
The slight downtrend in the General Insurance Group's expense ratio reflects the
benefits of well-controlled  production and administrative expense management in
the face of a greater  revenue base.  The mortgage  guaranty  segment's  expense
ratio  decreased  in 2003 and 2001 due to  greater  efficiencies  gained  in the
distribution and servicing of its products;  the increase in this ratio for 2002
was due to the posting of special operating  charges  aggregating  $20.5.  These
charges  stemmed from the cessation of the  development  and marketing of a loan
portfolio  evaluation  service aimed at existing and potential mortgage guaranty
insurance  customers,  and a  reassessment  of certain  class action  litigation
exposures.   The  2003  ratio  also   benefited   from  the  resolution  of  the
aforementioned  class action litigation at a cost  approximately  $5.0 less than
the related reserves recorded in 2002. The increase in 2004 resulted from higher
stock option  compensation  expenses  offset by recovery of certain prior years'
litigation  costs.  The decline in the first  quarter 2005 ratio  reflects  this
segments'  share of the  aforementioned  2004  stock  option  costs,  as well as
further reduction in compensation  costs in the latest quarter.  Decreased title
sales volume led to a higher  expense  ratio in the first quarter 2005 despite a
decrease in underwriting  costs,  while increased title sales volume in 2003 and
2002 led to a lower  expense  ratio for those  years.  The  increase in the 2004
ratio results from the final  settlement of consumer and  regulatory  litigation
costs affecting Old Republic's California title insurance subsidiary.

Expenses: Total

     The  composite  ratios of the above net claims,  benefits and  underwriting
expenses  that  reflect the sum total of all the factors  enumerated  above have
been as follows:

                                                                 General          Mortgage           Title         Consolidated
                                                              --------------    -------------     -----------     -------------
<s>                                                           <c>               <c>               <c>             <c>
Years Ended December 31:
     2000.............................................               106.0%            44.6%           96.0%             91.6%
     2001.............................................               102.0             43.6            91.2              88.9
     2002.............................................                98.4             46.4            90.6              88.1
     2003.............................................                93.3             47.5            90.4              86.4
     2004.............................................                90.7             61.1            96.3              89.3
Quarters Ended March 31:
     2004.............................................                93.0             58.6            97.0              89.3
     2005.............................................                92.1%            55.3%           97.2%             88.5%
                                                              ==============    =============     ===========     =============


Expenses: Income Taxes

     The  effective  consolidated  income  tax rates were 32.2% and 32.7% in the
first  quarter of 2005 and 2004,  respectively.  The rates for each year reflect
primarily  the varying  proportions  of pretax  operating  income  derived  from
partially  tax-sheltered  investment  income  (principally  state and  municipal
tax-exempt  interest)  on the one hand,  and the  combination  of fully  taxable
investment  income,  realized  investment gains or losses,  and underwriting and
service income, on the other hand.

                                OTHER INFORMATION

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

     Historical data  pertaining to the operating  performance,  liquidity,  and
other  financial  indicators  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.

     Some of the statements  made in this report,  as well as oral statements or
commentaries  made by the Company's  management in  conference  calls  following
earnings  releases,  can  constitute  "forward-looking  statements"  within  the
meaning  of the  Private  Securities  Litigation  Reform  Act of 1995.  Any such
forward-looking statements,  commentaries,  or inferences, of necessity, involve
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,  and
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 impacted by similar  factors and, most  particularly,  by changes in national
and regional  housing demand and values,  the  availability and cost of mortgage
loans,  employment  trends,  and default rates on mortgage loans.  Additionally,
mortgage  guaranty  results,  may  also  be  impacted  by  various  risk-sharing
arrangements with business  producers as well as the risk management and pricing
policies of government sponsored enterprises. Life and health insurance earnings
can be affected by the levels of employment and consumer spending, variations in
mortality  and health  trends,  and changes in policy  lapsation  rates.  At the
parent company level, operating earnings or losses are



                                       27


generally  reflective of the amount of debt  outstanding and its cost,  interest
income on temporary  holdings of short-term  investments,  and  period-to-period
variations in the costs of administering the Company's widespread operations.

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

























                                       28



                     OLD REPUBLIC INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------


Item 3 - Quantitative and Qualitative Disclosure About Market Risk

The information called for by Item 3 is found in the fourth and fifth unnumbered
paragraphs, as well as in the table entitled "Age Distribution of Fixed Maturity
Securities" under the heading "Financial  Position" in the "Management  Analysis
of Financial Position and Results of Operations" section of this report.


Item 4 - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     The  Company's  principal  executive  officer and its  principal  financial
officer have  evaluated the Company's  disclosure  controls and procedures as of
the end of the  period  covered  by this  quarterly  report.  Based  upon  their
evaluation, the principal executive officer and principal financial officer have
concluded that the Company's  disclosure  controls and procedures (as defined in
Rules  13a-15(e) and 15d-15(e)  under the  Securities  Exchange Act of 1934) are
effective for the above referenced evaluation period.

Changes in Internal Control Over Financial Reporting

     During the three month period  ended March 31, 2005,  there were no changes
in internal control over financial reporting that have materially  affected,  or
are reasonably likely to materially  affect, the Company's internal control over
financial reporting.

Management's Report on Internal Control Over Financial Reporting

     The  Company's  internal  control  over  financial  reporting  is a process
designed to provide reasonable  assurance regarding the reliability of financial
reporting and the preparation of financial  statements for external  purposes in
accordance with generally accepted accounting principles. The Company's internal
control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the  transactions  and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the Company are
being made only in accordance with authorizations of management and directors of
the Company;  and (iii) provide  reasonable  assurance  regarding  prevention or
timely  detection  of  unauthorized  acquisition,  use  or  disposition  of  the
Company's assets that could have a material effect on the financial statements.

     Because  of its  inherent  limitations,  internal  control  over  financial
reporting  may not prevent or detect  misstatements.  Also,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.








                                       29



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

Item 5 - Other Information
- --------------------------

     On February 16, 2005,  Kurt W.  Kreyling,  a director of the Company  since
1974,  informed  the Company  that he was  retiring  from the Board of Directors
effective  February 28, 2005.  Mr.  Kreyling is 83 and was one of the  Company's
longest serving directors.

     On March 2, 2005,  Anthony F. Colao,  a director of the Company since 1987,
indicated that he was retiring from the Board of Directors  effective as of that
date. Mr. Colao is 77 and will continue to serve as a consultant to the Company.

     Following  their  retirements,  the Board of Directors  moved to reduce the
size of the Board from fifteen to thirteen directors.


Item 6 - Exhibits
- -----------------

(a) Exhibits

     31.1  Certification by Aldo C. Zucaro, Chief Executive Officer, pursuant to
           Rule 13a-14(a) and 15d-14(a), as  adopted pursuant to  Section 302 of
           the Sarbanes-Oxley Act of 2002.

     31.2  Certification  by  Karl W. Mueller, Chief Financial Officer, pursuant
           to  Rule 13a-14(a) and  15d-14(a), as adopted pursuant to Section 302
           of the Sarbanes-Oxley Act of 2002.

     32.1  Certification by Aldo C. Zucaro, Chief Executive Officer, pursuant to
           Section 1350, Chapter 63 of Title 18, United States Code, as  adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     32.2  Certification by Karl W. Mueller, Chief  Financial  Officer, pursuant
           to  Section  1350, Chapter  63  of  Title 18, United  States Code, as
           adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





                                      30



                                    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, 2005
     ----------------

                                                /s/ Karl W. Mueller
                                        ----------------------------------------
                                                    Karl W. Mueller
                                               Senior Vice President and
                                                Chief Financial Officer






                                       31





                                  EXHIBIT INDEX


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

    31.1          Certification by Aldo C. Zucaro,  Chief Executive Officer,
                  pursuant to Rule 13a-14(a) and 15d-14(a),  as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    31.2          Certification by Karl W. Mueller, Chief Financial Officer,
                  pursuant to Rule 13a-14(a) and 15d-14(a),  as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    32.1          Certification  by Aldo C. Zucaro,  Chief  Executive  Officer,
                  pursuant to Section 1350,  Chapter 63 of Title 18,  United
                  States Code, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

    32.2          Certification  by Karl W. Mueller,  Chief Financial  Officer,
                  pursuant to Section 1350,  Chapter 63 of Title 18,  United
                  States Code, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.









                                       32