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, 2006 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 a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one).

Large accelerated filer _X_   Accelerated filer ___    Non-accelerated filer ___


Indicate by check mark whether the  registrant is a shell company (as defined in
Exchange Act Rule 12b-2). Yes:___ No:_X_



                                                        Shares Outstanding
            Class                                         March 31, 2006
-----------------------------                     ------------------------------
 Common Stock / $1 par value                                229,845,866













                        There are 34 pages in this report



                     OLD REPUBLIC INTERNATIONAL CORPORATION

                      Report on Form 10-Q / March 31, 2006

                                      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 FINANCIAL STATEMENTS                    7 - 12

           MANAGEMENT ANALYSIS OF FINANCIAL POSITION
            AND RESULTS OF OPERATIONS                                   13 - 30

           QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK      31

           CONTROLS AND PROCEDURES                                        31

PART II  OTHER INFORMATION:

           ITEM 1A - RISK FACTORS                                         32

           ITEM 6 - EXHIBITS                                              32

SIGNATURE                                                                 33

EXHIBIT INDEX                                                             34









































                                        2



Old Republic International Corporation and Subsidiaries
Consolidated Balance Sheets
($ in Millions, Except Share Data)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             (Unaudited)
                                                                                              March 31,              December 31,
                                                                                                2006                    2005
                                                                                         --------------------    -------------------
                                                                                                           
Assets
Investments:
Available for sale:
Fixed maturity securities (at fair value)(cost: $6,434.4 and $6,323.7)............       $           6,353.8    $           6,331.6
Equity securities (at fair value)(cost: $500.9 and $500.9)........................                     572.2                  552.4
Short-term investments (at fair value which approximates cost)....................                     326.6                  275.3
Miscellaneous investments.........................................................                      50.7                   62.7
                                                                                         --------------------    -------------------
    Total.........................................................................                   7,303.5                7,222.2
Other investments.................................................................                       7.8                    8.0
                                                                                         --------------------    -------------------
    Total investments.............................................................                   7,311.4                7,230.2
                                                                                         --------------------    -------------------

Other Assets:
Cash..............................................................................                      63.5                   68.3
Securities and indebtedness of related parties....................................                      17.2                   16.4
Accrued investment income.........................................................                      94.3                   95.5
Accounts and notes receivable.....................................................                     819.2                  803.4
Prepaid federal income taxes......................................................                     468.4                  545.7
Reinsurance balances and funds held...............................................                      82.3                   81.0
Reinsurance recoverable: Paid losses..............................................                      63.6                   59.4
                         Policy and claim reserves................................                   2,163.9                2,107.8
Deferred policy acquisition costs.................................................                     237.3                  240.0
Sundry assets.....................................................................                     292.9                  294.9
                                                                                         --------------------    -------------------
                                                                                                     4,303.2                4,312.9
                                                                                         --------------------    -------------------
    Total Assets..................................................................       $          11,614.6     $         11,543.2
                                                                                         ====================    ===================

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

Liabilities, Preferred Stock, and Common Shareholders' Equity
Liabilities:
Losses, claims and settlement expenses............................................       $           5,068.7     $          4,939.8
Unearned premiums.................................................................                   1,056.5                1,039.3
Other policyholders' benefits and funds...........................................                     188.5                  188.8
                                                                                         --------------------    -------------------
    Total policy liabilities and accruals.........................................                   6,313.8                6,167.9
Commissions, expenses, fees and taxes.............................................                     213.9                  227.2
Reinsurance balances and funds....................................................                     318.0                  307.0
Federal income tax payable: Current...............................................                      38.6                  129.3
                            Deferred.......................... ...................                     404.5                  421.6
Debt..............................................................................                     142.2                  142.7
Sundry liabilities................................................................                     116.5                  123.1
Commitments and contingent liabilities............................................
                                                                                         --------------------    -------------------
    Total Liabilities.............................................................                   7,547.7                7,519.1
                                                                                         --------------------    -------------------

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

Common Shareholders' Equity:
Common stock (1)..................................................................                     229.8                  229.5
Additional paid-in capital........................................................                     293.5                  288.6
Retained earnings.................................................................                   3,530.2                3,444.9
Accumulated other comprehensive income ...........................................                      13.2                   60.8
                                                                                         --------------------    -------------------
    Total Common Shareholders' Equity.............................................                   4,066.8                4,024.0
                                                                                         --------------------    -------------------
    Total Liabilities, Preferred Stock, and Common Shareholders' Equity...........       $          11,614.6     $         11,543.2
                                                                                         ====================    ===================

(1)  At March 31, 2006 and December 31, 2005,  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 229,845,866 at March 31, 2006
     and 229,575,404 at December 31, 2005 were issued and outstanding.  At March
     31, 2006 and December 31, 2005,  there were  100,000,000  shares of Class B
     Common Stock, $1.00 par value, authorized, of which no shares were issued.


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

                                       3



Old Republic International Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
($ in Millions, Except Share Data)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            Quarters Ended
                                                                                                               March 31,
                                                                                                   ---------------------------------
                                                                                                        2006               2005
                                                                                                   --------------     --------------
                                                                                                                
  Revenues:
  Net premiums earned........................................................................      $       784.4      $       717.1
  Title, escrow, and other fees..............................................................               59.3               71.7
                                                                                                   --------------     --------------
      Total premiums and fees................................................................              843.8              788.8
  Net investment income......................................................................               82.7               75.3
  Other income...............................................................................                8.8                8.0
                                                                                                   --------------     --------------
      Total operating revenues...............................................................              935.3              872.2
  Realized investment gains..................................................................                7.5                7.9
                                                                                                   --------------     --------------
      Total revenues.........................................................................              942.9              880.2
                                                                                                   --------------     --------------

  Benefits, Claims and Expenses:
  Benefits, claims, and settlement expenses..................................................              364.0              345.7
  Dividends to policyholders.................................................................                1.4                 .6
  Underwriting, acquisition, and other expenses..............................................              403.1              363.2
  Interest and other charges.................................................................                2.4                2.0
                                                                                                   --------------     --------------
      Total expenses.........................................................................              770.9              711.6
                                                                                                   --------------     --------------
  Income before income taxes ................................................................              171.9              168.5
                                                                                                   --------------     --------------

  Income Taxes:
  Currently payable .........................................................................               45.4               44.3
  Deferred...................................................................................                9.0                9.9
                                                                                                   --------------     --------------
      Total..................................................................................               54.5               54.2
                                                                                                   --------------     --------------
  Net Income.................................................................................      $       117.4      $       114.3
                                                                                                   ==============     ==============

  Net Income Per Share:
      Basic..................................................................................      $         .51      $         .50
                                                                                                   ==============     ==============
      Diluted................................................................................      $         .51      $         .49
                                                                                                   ==============     ==============

      Average shares outstanding: Basic......................................................        229,835,408        228,351,494
                                                                                                   ==============     ==============
                                  Diluted....................................................        231,999,922        230,861,205
                                                                                                   ==============     ==============

  Dividends Per Common Share:
       Cash..................................................................................      $        .140      $        .104
                                                                                                   ==============     ==============


























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

                                       4



Old Republic International Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Unaudited)
($ in Millions)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            Quarters Ended
                                                                                                               March 31,
                                                                                                   ---------------------------------
                                                                                                         2006              2005
                                                                                                   ---------------    --------------
                                                                                                                
Net income as reported.......................................................................      $        117.4     $       114.3
                                                                                                   ---------------    --------------

Other comprehensive income (loss):
   Foreign currency translation adjustment...................................................                 -                (1.4)
                                                                                                   ---------------    --------------
   Unrealized losses on securities:
     Unrealized losses arising during period.................................................               (65.6)           (111.0)
     Less: elimination of pretax realized gains
         included in income as reported......................................................                 7.5               7.9
                                                                                                   ---------------    --------------
     Pretax unrealized losses on securities
         carried at market value.............................................................               (73.1)           (118.9)
     Deferred income tax credits.............................................................               (25.6)            (41.6)
                                                                                                   ---------------    --------------
     Net unrealized losses on securities.....................................................               (47.5)            (77.3)
                                                                                                   ---------------    --------------
   Net adjustments...........................................................................               (47.6)            (78.7)
                                                                                                   ---------------    --------------
Comprehensive income.........................................................................      $         69.8     $        35.5
                                                                                                   ===============    ==============





















































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

                                       5



Old Republic International Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
($ in Millions)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            Quarters Ended
                                                                                                               March 31,
                                                                                                   ---------------------------------
                                                                                                        2006               2005
                                                                                                   --------------     --------------
                                                                                                                
Cash flows from operating activities:
  Net income..............................................................................         $       117.4      $       114.3
  Adjustments to reconcile net income to
    net cash provided by operating activities:
   Deferred policy acquisition costs......................................................                   2.8                2.5
   Premiums and other receivables.........................................................                 (15.7)               (.1)
   Unpaid claims and related items........................................................                  86.7               78.7
   Other policyholders' benefits and funds................................................                   2.4               (4.6)
   Income taxes...........................................................................                 (82.2)              43.7
   Prepaid federal income taxes...........................................................                  77.3              (46.4)
   Reinsurance balances and funds.........................................................                   5.4                2.6
   Realized investment gains..............................................................                  (7.5)              (7.9)
   Accounts payable, accrued expenses and other...........................................                  (2.1)             (33.7)
                                                                                                   --------------     --------------
  Total...................................................................................                 184.6              149.1
                                                                                                   --------------     --------------

Cash flows from investing activities:
 Fixed maturity securities:
   Maturities and early calls.............................................................                 139.2              161.7
   Sales..................................................................................                  21.3               47.0
 Sales of:
   Equity securities......................................................................                   -                 45.5
   Other investments......................................................................                  14.0                 .7
   Fixed assets for company use...........................................................                    .3                4.4
 Cash and short-term investments of subsidiary acquired...................................                   -                  1.2
 Purchases of:
   Fixed maturity securities..............................................................                (278.8)            (245.0)
   Equity securities......................................................................                   -                 (5.2)
   Other investments......................................................................                   (.1)               (.7)
   Fixed assets for company use...........................................................                  (3.9)              (5.4)
   Investment in affiliates...............................................................                   -                 (9.7)
 Net decrease (increase) in short-term investments........................................                 (50.8)            (120.0)
 Other-net................................................................................                  (1.1)                .4
                                                                                                   --------------     --------------
 Total....................................................................................                (159.9)            (125.2)
                                                                                                   --------------     --------------

Cash flows from financing activities:
 Issuance of debentures and notes.........................................................                   -                  1.0
 Issuance of common shares................................................................                   3.7                2.0
 Redemption of debentures and notes.......................................................                   (.4)               (.6)
 Dividends on common shares...............................................................                 (32.1)             (23.7)
 Other-net................................................................................                   (.5)               1.7
                                                                                                   --------------     --------------
 Total....................................................................................                 (29.4)             (19.5)
                                                                                                   --------------     --------------

Increase (decrease) in cash                                                                                 (4.7)               4.3
 Cash, beginning of period................................................................                  68.3               60.5
                                                                                                   --------------     --------------
 Cash, end of period......................................................................         $        63.5      $        64.9
                                                                                                   ==============     ==============

Supplemental cash flow information:
 Cash paid during the period for: Interest ...............................................         $          .3      $          .3
                                                                                                   ==============     ==============
                                  Income taxes............................................         $       136.4      $        10.2
                                                                                                   ==============     ==============
















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

                                       6



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

1. Accounting Policies and Basis of Presentation:

   The  accompanying  consolidated  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.   Amounts  shown  in  the  consolidated   financial  statements  and
   applicable  notes are stated  (except as otherwise  indicated and as to share
   data)  in  millions,  which  amounts  may  not  add to  totals  shown  due to
   truncation.  Necessary reclassifications are made in prior periods' financial
   statements whenever appropriate to conform to the most current presentation.


2. Common Share Data:

   (a) Earnings Per Share - 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,
                                                                                                    --------------------------------
                                                                                                         2006              2005
                                                                                                    --------------    --------------
                                                                                                                
     Numerator:
        Net Income ..........................................................................       $       117.4     $       114.3
                                                                                                    --------------    --------------

        Numerator for basic earnings per share -
          income available to common stockholders............................................               117.4             114.3
                                                                                                    --------------    --------------

        Numerator for diluted earnings per share -
          income available to common stockholders
          after assumed conversions..........................................................       $       117.4     $       114.3
                                                                                                    ==============    ==============

     Denominator:
        Denominator for basic earnings per share
           weighted-average shares (1) ......................................................         229,835,408       228,351,494

        Effect of dilutive securities - stock options........................................           2,164,514         2,509,711
                                                                                                    --------------    --------------

        Denominator for diluted earnings per share -
          adjusted weighted-average shares and
          assumed conversions (1)............................................................         231,999,922       230,861,205
                                                                                                    ==============    ==============

     Earnings per share: Basic...............................................................       $         .51     $         .50
                                                                                                    ==============    ==============
                         Diluted.............................................................       $         .51     $         .49
                                                                                                    ==============    ==============


   (1) Common  share data has been  retroactively  adjusted to reflect all stock
       dividends and splits declared through March 31, 2006.

   (b) Stock  Options  Compensation  - The Company  has a stock  option plan for
   certain eligible key employees.  The plan in effect since 1992 was amended in
   2002 for grants made in 2002 prior to the plan's expiration, and the granting
   of new  options in May,  2002.  A new plan was  adopted  and  approved by the
   shareholders  in May, 2002 to cover grants made in 2003 and  thereafter.  The
   combination  of options  awarded at the date of grant and  previously  issued
   options still outstanding at such date, may not exceed 6% of the Old Republic
   common stock then issued and  outstanding.  The exercise  price of options is
   equal to the market  price of the  Corporation's  stock at the date of grant,
   and the term of the options is  generally  ten years from such date.  Options
   granted in 2001 and prior years under the 1992 plan may be  exercised  to the
   extent of 10% of the number of options  covered thereby on and after the date
   of grant,  and  cumulatively  to the extent of an additional 10% on and after
   each of the first through ninth subsequent calendar years. Options granted in
   2002 and  thereafter  may be  exercised to the extent of 10% of the number of
   options covered thereby on and after the date of grant,  and  cumulatively to
   the extent of an  additional  15%,  20%,  25% and 30% on and after the second
   through fifth calendar years, respectively.  Options granted to employees who
   meet certain retirement  eligibility provisions are immediately vested at the
   date of grant.

                                       7


   In the event the closing market price of Old Republic's  common stock reaches
   a pre-established value ("the vesting acceleration  price"),  options granted
   in 2001 and prior years may be exercised cumulatively to the extent of 10% of
   the number of shares  covered by the grant for each year of employment by the
   optionee.  For  grants  in 2002  and  2003,  optionees  become  vested  on an
   accelerated  basis to the extent of the greater of 10% of the options granted
   times the number of years of employment, or the sum of the optionee's already
   vested grant plus 50% of the remaining  unvested  grant.  There is no vesting
   acceleration for 2004 and subsequent years' grants.

   Prior to January 1, 2006,  the Company  accounted for stock options under APB
   Opinion No. 25 ("APB 25"),  "Accounting  for Stock Issued to  Employees"  and
   related  interpretations  as permitted  by Statement of Financial  Accounting
   Standards  No. 123 ("FAS 123"),  "Accounting  for  Stock-Based  Compensation"
   which  permitted the  inclusion of  stock-based  compensation  as a pro forma
   disclosure in the  financial  statements.  The  measurement  and  recognition
   provisions  of APB 25 were  followed  until April 1, 2003,  at which time the
   Company  adopted  the  requirements  of  Statement  of  Financial  Accounting
   Standards No. 148 ("FAS 148"),  "Accounting  for  Stock-Based  Compensation -
   Transition  and  Disclosure - an  amendment of FAS No. 123" on a  prospective
   basis.  Under FAS 148,  stock-based  compensation  expense was recognized for
   awards  granted after the  beginning of the fiscal year of adoption,  as such
   awards became vested.

   On January 1, 2006,  the Company  adopted  Statement of Financial  Accounting
   Standards No.  123-Revised  ("FAS  123R"),  "Share-Based  Payment"  using the
   modified  prospective   transition  method.  Under  this  transition  method,
   compensation  cost in 2006 includes the portion vesting in the period for (1)
   all stock  option  awards  granted  prior to, but not vested as of January 1,
   2006,  based on the grant date fair value  estimated in  accordance  with the
   original  provisions  of FAS  123 and (2) all  stock  option  awards  granted
   subsequent to January 1, 2006,  based on the grant date fair value  estimated
   in accordance  with the  provisions of FAS 123R.  FAS 123R also requires that
   compensation  cost  be  recognized  immediately  for  awards  granted  to the
   Company's  retirement  eligible  employees  after  January 1, 2006.  Prior to
   adoption  of FAS 123R,  the  Company  recognized  compensation  cost for such
   awards on a straight line basis over the nominal vesting period.  Results for
   prior periods have not been restated.

   The cumulative effect of the adoption of FAS 123R on the Company's  financial
   statements and earnings per share  information  was  immaterial.  Stock based
   compensation  expense and the related  income tax benefit  recognized  in the
   March 31, 2006 financial statements was $1.1 and $.3, respectively, while the
   March 31, 2005 financial statements reflected $.7 and $.2, respectively.

   The  following  table  illustrates  the effect on net income and earnings per
   share if the Company had applied the fair value  provisions of FAS 123 to all
   options  granted under the Company's  stock option plans in the first quarter
   of 2005.

                                                                                   
        Net income, as reported......................................................  $       114.3
          Add: Stock-based compensation expense included in
               reported income, net of related tax effects...........................             .4
          Deduct: Total stock-based employee compensation
                  expense determined under the fair value based
                  method for all awards, net of related tax effects..................            3.9
                                                                                       --------------
          Pro forma basis............................................................  $       110.8
                                                                                       ==============
        Basic earnings per share:
           As reported...............................................................  $         .50
           Pro forma basis...........................................................            .48
        Diluted earnings per share:
           As reported...............................................................            .49
           Pro forma basis...........................................................  $         .48
                                                                                       ==============


   The fair value of each stock  option  award is estimated on the date of grant
   using the  Black-Scholes-Merton  Model.  The  following  table  presents  the
   assumptions used in the Black-Scholes Model for the awards granted during the
   first  quarter  of  2006.  Expected  volatilities  are  based  on  historical
   volatility of Old Republic's common stock. The expected term of stock options
   represents  the period of time that stock options  granted are expected to be
   outstanding.  Beginning in 2006, the Company uses historical data to estimate
   stock option exercise and employee  departure  behavior;  groups of employees
   that have similar historical behavior are considered separately for valuation
   purposes.  The risk-free rate for periods within the contractual  term of the
   share option is based on the U.S.  Treasury rate in effect at the time of the
   grant. There were no grants during the first quarter of 2005.

                                                                                         March 31,
                                                                                           2006
                                                                                      --------------
                                                                                  
        Expected volatility..........................................................           .24
        Expected dividends...........................................................         3.22%
        Expected term (in years).....................................................             6
        Risk-free rate...............................................................         4.64%

                                       8



   A summary of stock  option  activity  under the plan as of March 31, 2006 and
   changes during the quarter then ended is presented below:

                                                                                                   Weighted
                                                                               Weighted             Average
                                                                               Average             Remaining           Aggregate
                                                          Number of            Exercise           Contractual          Intrinsic
                                                           Shares               Price                Term                Value
                                                       ----------------    -----------------    ----------------    ----------------
                                                                                                        
     Outstanding, January 1, 2006................           12,266,170     $          15.76
        Granted..................................            1,524,500                22.35
        Exercised................................              257,142                13.37
        Forfeited and canceled...................               41,115                17.91
                                                       ----------------
     Outstanding, March 31, 2006.................           13,492,413     $          16.54           6.3 Years     $          71.2
                                                       ================    =================    ================    ================
     Exercisable, March 31, 2006.................            8,185,951     $          14.53           4.9 Years     $          59.6
                                                       ================    =================    ================    ================


   The weighted  average grant date fair value of stock options  granted  during
   the quarter  ended March 31, 2006 was $4.90 per share.  As of March 31, 2006,
   there was $22.9 of total unrecognized  compensation cost related to nonvested
   stock based  compensation  arrangements  granted under the plan. That cost is
   expected to be recognized over a weighted  average period of  approximately 4
   years.

   Cash  received from stock option  exercises for the quarters  ended March 31,
   2006 and 2005 was $3.4 and $1.8,  respectively.  The total intrinsic value of
   stock options exercised during the quarters ended March 31, 2006 and 2005 was
   $2.0 and $.9,  respectively.  The actual  tax  benefit  realized  for the tax
   deductions from option exercise  totaled $.7 and $.3,  respectively,  for the
   quarters ended March 31, 2006 and 2005.

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  $2.5  at  March  31,  2006.   Unrealized
   appreciation of investments, before applicable deferred income taxes of $1.3,
   at March 31, 2006 included gross  unrealized gains and (losses) of $143.1 and
   ($139.2), respectively.

   For the quarters ended March 31, 2006 and 2005,  net unrealized  depreciation
   of  investments,  net of deferred  income tax credits,  amounted to $47.5 and
   $77.3, 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,
                                                                                                 -----------------------------------
                                                                                                       2006                2005
                                                                                                 ---------------     ---------------
                                                                                                               
      Service cost.......................................................................        $          2.3      $          2.1
      Interest cost......................................................................                   3.2                 3.0
      Expected return on plan assets.....................................................                  (3.6)               (3.6)
      Recognized loss....................................................................                    .8                  .5
                                                                                                 ---------------     ---------------
      Net cost                                                                                   $          2.6      $          2.0
                                                                                                 ===============     ===============


   The companies are expecting to make cash or non-cash  contributions  to their
   pension plans in calendar year 2006 of approximately $3.1.

   Effective January 1, 2005, both the Old Republic Plan and the Bituminous 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.

                                       9



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

5. Information About Segments of Business:

   The  Corporation  conducts  its  operations  through  three major  regulatory
   segments,  namely its General Insurance  (property and liability  insurance),
   Mortgage  Guaranty  and Title  Insurance  Groups.  The Company  includes  the
   results  of its small  life & health  insurance  business  with  those of its
   corporate and minor service  operations.  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,
                                                                                                           -------------------------
                                                                                                              2006           2005
                                                                                                           ----------     ----------
                                                                                                                    
    General Insurance Group:
      Net premiums earned...........................................................................       $   459.9      $   431.1
      Net investment income and other income .......................................................            56.9           51.4
                                                                                                           ----------     ----------
         Total revenues before realized gains.......................................................       $   516.9      $   482.5
                                                                                                           ==========     ==========
      Income before taxes and realized investment gains.............................................       $    97.0      $    84.8
                                                                                                           ==========     ==========
      Income tax expense on above...................................................................       $    29.7      $    26.8
                                                                                                           ==========     ==========

    Mortgage Guaranty Group:
      Net premiums earned...........................................................................       $   109.0      $   105.4
      Net investment income and other income .......................................................            22.2           21.5
                                                                                                           ----------     ----------
         Total revenues before realized gains.......................................................       $   131.2      $   127.0
                                                                                                           ==========     ==========
      Income before taxes and realized investment gains.............................................       $    60.1      $    64.6
                                                                                                           ==========     ==========
      Income tax expense on above ..................................................................       $    19.7      $    21.6
                                                                                                           ==========     ==========

    Title Insurance Group:
      Net premiums earned...........................................................................       $   194.1      $   159.9
      Title, escrow and other fees..................................................................            59.3           71.7
                                                                                                           ----------     ----------
         Sub-total..................................................................................           253.4          231.7
      Net investment income and other income .......................................................             6.8            6.6
                                                                                                           ----------     ----------
         Total revenues before realized gains.......................................................       $   260.3      $   238.4
                                                                                                           ==========     ==========
      Income before taxes and realized investment gains ............................................       $     7.6      $    12.8
                                                                                                           ==========     ==========
      Income tax expense on above...................................................................       $     2.3      $     4.2
                                                                                                           ==========     ==========

    Consolidated Revenues:
      Total revenues of above Company segments......................................................       $   908.5      $   848.0
      Other sources (1).............................................................................            32.5           26.1
      Consolidated net realized investment gains....................................................             7.5            7.9
      Elimination of intersegment revenues (2)......................................................            (5.7)          (1.9)
                                                                                                           ----------     ----------
         Consolidated revenues......................................................................       $   942.9      $   880.2
                                                                                                           ==========     ==========

    Consolidated Income Before Taxes:
      Total income before taxes and realized investment
         gains of above Company segments............................................................       $   164.7      $   162.3
      Other sources - net (1).......................................................................             (.3)          (1.7)
      Consolidated net realized investment gains....................................................             7.5            7.9
                                                                                                           ----------     ----------
         Consolidated income before income taxes....................................................       $   171.9      $   168.5
                                                                                                           ==========     ==========

    Consolidated Income Tax Expense:
      Total income tax expense of above Company segments                                                   $    51.9      $    52.6
      Other sources - net (1).......................................................................             -             (1.2)
      Income tax expense on consolidated net realized investment gains..............................             2.6            2.7
                                                                                                           ----------     ----------
         Consolidated income tax expense............................................................       $    54.5      $    54.2
                                                                                                           ==========     ==========


                                       10



                                                                                                 March 31,           December 31,
                                                                                                   2006                  2005
                                                                                            ------------------    ------------------
                                                                                                            
    Consolidated Assets:
         General.......................................................................     $         8,356.8     $         8,178.9
         Mortgage......................................................................               2,096.3               2,211.8
         Title.........................................................................                 754.7                 776.3
         Other - net (1)...............................................................                 406.8                 376.0
                                                                                            ------------------    ------------------
         Consolidated .................................................................     $        11,614.6     $        11,543.2
                                                                                            ==================    ==================

----------
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
   services subsidiaries, and a small life and health insurance operation.
(2)Represents consolidation eliminating adjustments.

6. Commitments and Contingent Liabilities:

   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 against the Company's principal title
   insurance   subsidiary,   Old  Republic   National  Title  Insurance  Company
   ("ORNTIC") in state courts in Florida,  New Jersey and Ohio.  The  plaintiffs
   allege that,  pursuant to rate  schedules  filed by ORNTIC or by state rating
   bureaus  with the state  insurance  regulators,  ORNTIC was  required to, but
   failed to give consumers  reissue  credits on the premiums  charged for title
   insurance covering mortgage refinancing  transactions.  Substantially similar
   lawsuits have been filed against other unaffiliated title insurance companies
   in these and other states as well.  The actions seek damages and  declaratory
   and injunctive relief.  ORNTIC has reached a tentative  settlement in Florida
   for an amount not to exceed  $1.2,  exclusive of  attorneys'  fees and costs.
   ORNTIC intends to defend  vigorously  against the actions in the other states
   as well but, at this stage in the litigation, the Company cannot estimate the
   costs it may incur as the actions proceed to their conclusions.

   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 is  proceeding  with its
   defense.

7. Income Taxes:

   Pursuant to special  provisions  of the Internal  Revenue Code  pertaining to
   mortgage guaranty insurers,  a contingency reserve (established in accordance
   with  insurance   regulations  designed  to  protect   policyholders  against
   extraordinary  volumes of claims) is deductible  from gross  income.  The tax
   benefits  obtained  from  such  deductions  must,  however,  be  invested  in
   non-interest  bearing U.S.  Treasury Tax and Loss Bonds in an amount equal to
   the tax benefit derived from deducting any portion of the Company's statutory
   contingency  reserves.  Through  December 31, 2005,  cumulative  tax and loss
   bonds purchased and subsequent  redemptions were reflected as U.S. government
   securities within the investments section of the consolidated balance sheets.

   Effective  January 1, 2006 the Company has reclassified such bonds to conform
   to more  common  industry  reporting  practices  and to  better  align  these
   investments with the corresponding  long-term deferred income tax liabilities
   to which they relate.  As a result of this  reclassification,  invested asset
   balances  have  been  reduced  and the  prepaid  income  tax  asset  has been
   increased,  while  periodic  operating cash flow and cash flow from investing
   activities have been adjusted by  correspondingly  identical  amounts.  These
   reclassifications  have no effect on the financial  position or net income of
   the  Company,  nor do  they  call  for the  receipt  or  disbursement  of any
   additional  cash  funds.  The  following  table  shows  the  effect  of these
   adjustments on pertinent  financial  statement  disclosures as of the balance
   sheet dates and for the periods shown.


                                       11



                                                                                     March 31,       December 31,        March 31,
                                                                                       2006              2005              2005
                                                                                  --------------    --------------    --------------
                                                                                                             
    Cash and invested assets:
         Previous classification...............................................   $     7,937.8     $     7,939.9     $     7,562.5
         After reclassification................................................         7,469.3           7,394.1           7,016.7
             Change............................................................          (468.4)           (545.7)           (545.7)

    Total other assets:
         Previous classification...............................................         3,676.8           3,603.2           3,117.0
         After reclassification................................................         4,145.3           4,149.0           3,662.8
             Change............................................................   $       468.4     $       545.7     $       545.7
                                                                                  ==============    ==============    ==============


                                                                         Quarters Ended                        Years Ended
                                                                            March 31,                          December 31,
                                                                --------------------------------    --------------------------------
                                                                     2006              2005              2005              2004
                                                                --------------    --------------    --------------    --------------
                                                                                                          
    Cash flows from operating activities:
         Previous classification...........................     $       107.3     $       195.6     $       880.0     $       828.3
         After reclassification............................             184.6             149.1             833.6             775.5
             Change........................................              77.3             (46.4)            (46.4)            (52.8)

    Cash flows from investing activities:
         Previous classification...........................             (82.6)           (171.6)           (589.9)           (734.1)
         After reclassification............................            (159.9)           (125.2)           (543.5)           (681.3)
             Change........................................     $       (77.3)    $        46.4     $        46.4     $        52.8
                                                                ==============    ==============    ==============    ==============















                                       12



                     OLD REPUBLIC INTERNATIONAL CORPORATION
       MANAGEMENT ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
                     Quarters Ended March 31, 2006 and 2005
                       ($ 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
("Old Republic" or "the Company").  The Company conducts its operations  through
three major regulatory  segments,  namely, its General (property and liability),
Mortgage  Guaranty,  and  Title  insurance  segments.  A small  life and  health
insurance business,  accounting for approximately 2.5% of consolidated  revenues
for the quarter ended March 31, 2006 and 2.2% of consolidated assets as of March
31, 2006, is included  within the corporate and other caption of this  financial
report.  The  consolidated  accounts  are  presented  on the basis of  generally
accepted accounting principles ("GAAP"). This management analysis should be read
in  conjunction  with the  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  characterized  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 and overall  operating  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
--------------------------------------------------------------------------------

      Old Republic's consolidated net operating earnings, which exclude realized
investment  gains,  amounted  to $112.5,  or 49 cents per  share,  for the first
quarter of 2006, compared to $109.1, or 47 cents per share in the same period of
2005.  Earnings for the latest  quarter  benefited  from  continued  strength in
general insurance operations, but were impacted adversely by a cyclical downturn
in title  insurance  profitability  and  lower  mortgage  guaranty  underwriting
margins.  Inclusive of net realized  investment  gains, net income for the first
quarter of 2006 amounted to $117.4,  or 51 cents per share,  compared to $114.3,
or 49 cents per share in the first quarter of 2005.












                                       13


      The major components of Old Republic's consolidated operating revenues and
income were as follows for the first three months of 2006 and 2005:

                                                                                               Quarters Ended March 31,
                                                                                    ------------------------------------------------
                                                                                         2006             2005             Change
                                                                                    -------------    --------------    -------------
                                                                                                              
 Operating revenues:
   General insurance............................................................    $      516.9     $       482.5             7.1%
   Mortgage guaranty............................................................           131.2             127.0             3.3
   Title insurance..............................................................           260.3             238.4             9.2
   Corporate and other..........................................................            26.8              24.2
                                                                                    -------------    --------------    -------------
      Total.....................................................................    $      935.3     $       872.2             7.2%
                                                                                    =============    ==============    =============

 Pretax operating income (loss):
   General insurance............................................................    $       97.0     $        84.8            14.3%
   Mortgage guaranty............................................................            60.1              64.6            -7.0
   Title insurance..............................................................             7.6              12.8           -40.6
   Corporate and other..........................................................             (.3)             (1.7)
                                                                                    -------------    --------------    -------------
      Sub total.................................................................           164.4             160.5             2.4%
                                                                                    -------------    --------------    -------------
 Realized investment gains (losses):
   From sales...................................................................             7.5              13.0
   From impairments.............................................................               -              (5.1)
                                                                                    -------------    --------------
      Net realized gains........................................................             7.5               7.9
                                                                                    -------------    --------------    -------------
 Consolidated pretax income.....................................................           171.9             168.5             2.0
   Income taxes.................................................................            54.5              54.2              .6
                                                                                    -------------    --------------    -------------
 Net income.....................................................................    $      117.4     $       114.3             2.7%
                                                                                    =============    ==============    =============
 Consolidated underwriting ratio:
   Benefits and claims ratio....................................................           43.3%             43.9%
   Expense ratio................................................................           46.5              44.6
                                                                                    -------------    --------------
      Composite ratio...........................................................           89.8%             88.5%
                                                                                    =============    ==============
 Components of diluted earnings per share:
   Net operating income.........................................................    $       0.49     $        0.47             4.3%
      Net realized investment gains.............................................            0.02              0.02
                                                                                    -------------    --------------    -------------

   Net Income...................................................................    $       0.51     $        0.49             4.1%
                                                                                    =============    ==============    =============


      Consolidated  results  are  provided  in terms of both  operating  and net
income to highlight the effect of realized  investment gain or loss  recognition
on  period-to-period  comparisons.  Recognition  of such  gains or losses can be
highly  discretionary  and  arbitrary  due to  such  factors  as the  timing  of
individual securities sales,  recognition of 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.

General Insurance Results

      The General  Insurance  Group  continued  to grow its book of business and
maintain strong underwriting  results.  Key indicators of Old Republic's General
Insurance performance follow:

                                                                                                   Quarters Ended March 31,
                                                                                        --------------------------------------------
                                                                                            2006            2005           Change
                                                                                        ------------    ------------    ------------
                                                                                                               
 Net premiums earned..............................................................      $     459.9     $     431.1            6.7%
 Net investment income............................................................             52.9            47.8           10.6
 Pretax operating income..........................................................      $      97.0     $      84.8           14.3%
                                                                                        ============    ============    ============

 Claims ratio.....................................................................            64.5%           66.8%
 Expense ratio....................................................................            25.9            24.5
                                                                                        ------------    ------------
   Composite ratio................................................................            90.4%           91.3%
                                                                                        ============    ============


      General  Insurance  earned  premiums  continued to reflect the  reasonably
stable pricing  environment of recent  periods,  as well as a moderate amount of
new  business.  Underwriting  results  in  the  latest  quarter  benefited  from
relatively   steady   overall  claims  ratios  and  control  of  production  and
administrative  expenses.  The composite  underwriting ratio represents the most
widely accepted indicator of underwriting  performance in the industry,  and Old
Republic has produced a favorable general  insurance  composite ratio below 100%
for 16 consecutive quarters. Both underwriting/service and net investment income
contributed  to the increase in general  insurance  pretax income in this year's
first quarter,  with net  investment  income rising on the strength of a greater
invested asset base and higher short-term interest rates.

                                       14


Mortgage Guaranty Results

      Old  Republic's  Mortgage  Guaranty  Group  showed  slightly  lower pretax
operating  earnings in this year's first three  months.  Key  indicators of this
segment's performance follow:

                                                                                                  Quarters Ended March 31,
                                                                                        --------------------------------------------
                                                                                            2006            2005            Change
                                                                                        ------------    ------------    ------------
                                                                                                               
 Net premiums earned..............................................................      $     109.0     $     105.4            3.4%
 Net investment income............................................................             19.1            17.5            9.2
 Pretax operating income..........................................................      $      60.1     $      64.6           -7.0%
                                                                                        ============    ============    ============

 Claims ratio.....................................................................            38.8%           32.2%
 Expense ratio....................................................................            23.7            23.1
                                                                                        ------------    ------------
   Composite ratio................................................................            62.5%           55.3%
                                                                                        ============    ============


      The composite underwriting ratio of 62.5% in the first quarter of 2006 was
13.0% higher than the corresponding ratio of 55.3% in 2005. Substantially all of
the increase  was due to higher  claim costs.  The increase in claim costs stems
primarily  from higher paid claims,  as well as  expectations  of greater  claim
frequency  and  severity  for  the  traditional  primary  business.   The  lower
underwriting  profit margin  evidenced by this year's higher composite ratio was
partially offset by net investment income growth.

Title Insurance Results

      Old Republic's  Title Insurance  segment  registered a significant drop in
profitability  in the first quarter of 2006. Key indicators of that  performance
follow:

                                                                                                  Quarters Ended March 31,
                                                                                        --------------------------------------------
                                                                                             2006            2005           Change
                                                                                        -------------   -------------   ------------
                                                                                                               
 Net premiums and fees earned......................................................     $      253.4    $      231.7           9.4%
 Net investment income.............................................................              6.8             6.3           6.7
 Pretax operating income...........................................................     $        7.6    $       12.8         -40.6%
                                                                                        =============   =============   ============

 Claims ratio......................................................................             6.2%            6.0%
 Expense ratio.....................................................................            93.4            91.2
                                                                                        -------------   -------------
   Composite ratio.................................................................            99.6%           97.2%
                                                                                        =============   =============

      While  overall  title  premium  and fee  revenues  were up by 9.4% in this
year's  first  quarter,  profit  margins  from  underwriting/service  operations
deteriorated significantly. Substantially all of the margin compression occurred
in the  segment's  direct  operations,  most of which  are  concentrated  in the
Western United  States.  Revenues in that region  dropped by  approximately  23%
year-over-year  to a level much  lower than  required  to  support  the  related
operating expense structure.  As a consequence of the relatively greater expense
load,  the segment  posted a much higher  composite  underwriting  ratio in this
year's first quarter.  The 6.7% growth in net investment income was insufficient
to offset the significant reduction in underwriting/service profitability during
the most recent quarter.

Corporate and Other Operations

      Old  Republic's  small life and  health  business,  and the net  corporate
service costs of the parent holding company and internal  services  subsidiaries
produced  combined  pretax losses of $.3 and $1.7 in the first  quarters of 2006
and 2005, respectively.  Life and health pretax income was affected adversely by
greater life insurance  claim costs for the first three months of 2006.  Overall
net corporate expenses, however, were lower year-over-year.







                                       15


Cash, Invested Assets and Shareholders' Equity

      The following  table shows the changes in  consolidated  cash and invested
assets as well as shareholders' equity, as of the dates shown:

                                                                                                     March 31,
                                                                               -----------------------------------------------------
                                                                                    2006               2005               Change
                                                                               ---------------    ---------------     --------------
                                                                                                             
 Cash and invested assets:
         Total...........................................................      $      7,469.3     $      7,016.7               6.4%
         Per share.......................................................               32.50              30.72               5.8
 Shareholders' equity:
 Total: as reported......................................................             4,066.8            3,880.9               4.8
        at cost..........................................................             4,064.3            3,787.5               7.3
 Per share: as reported..................................................               17.69              16.99               4.1
            at cost......................................................      $        17.68     $        16.58               6.6%
                                                                               ===============    ===============     ==============

      Effective  January  1,  2006,  the  Company   reclassified  its  long-term
investments  in U.S.  Treasury Tax and Loss Bonds held by its mortgage  guaranty
insurance  subsidiaries.  The  reclassification  is  intended to conform to more
common  industry  reporting  practices  and to better align such assets with the
corresponding long-term deferred income tax liabilities to which they relate. As
a result of this reclassification, invested asset balances have been reduced and
the prepaid income tax asset has been increased,  while periodic  operating cash
flow  and  cash  flow  from   investing   activities   have  been   adjusted  by
correspondingly  identical  amounts  as  shown  in  the  following  tables.  The
reclassification  has no effect on the  financial  position or net income of the
Company, nor does it call for the receipt or disbursement of any additional cash
resources.  The  following  table  shows  the  effect  of these  adjustments  on
pertinent  financial  statement  performance  indicators as of the balance sheet
dates and for the periods shown.

                                                                                     March 31,       December 31,        March 31,
                                                                                       2006             2005              2005
                                                                                  --------------    --------------    --------------
                                                                                                             
    Cash and invested assets:
         Previous classification...............................................   $     7,937.8     $     7,939.9     $     7,562.5
         After reclassification................................................         7,469.3           7,394.1           7,016.7
             Change............................................................          (468.4)           (545.7)           (545.7)

    Total other assets:
         Previous classification...............................................         3,676.8           3,603.2           3,117.0
         After reclassification................................................         4,145.3           4,149.0           3,662.8
             Change............................................................   $       468.4     $       545.7     $       545.7
                                                                                  ==============    ==============    ==============


                                                                         Quarters Ended                        Years Ended
                                                                            March 31,                          December 31,
                                                                --------------------------------    --------------------------------
                                                                     2006              2005              2005              2004
                                                                --------------    --------------    --------------    --------------
                                                                                                          
    Cash flows from operating activities:
         Previous classification...........................     $       107.3     $       195.6     $       880.0     $       828.3
         After reclassification............................             184.6             149.1             833.6             775.5
             Change........................................              77.3             (46.4)            (46.4)            (52.8)

    Cash flows from investing activities:
         Previous classification...........................             (82.6)           (171.6)           (589.9)           (734.1)
         After reclassification............................            (159.9)           (125.2)           (543.5)           (681.3)
             Change........................................     $       (77.3)    $        46.4     $        46.4     $        52.8
                                                                ==============    ==============    ==============    ==============

      The investment  portfolio  reflects a current  allocation of approximately
87% in fixed-maturity securities and 8% 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.

      The latest quarter's change in shareholders'  equity reflects  principally
additions from earnings in excess of dividend  payments,  offset by a decline in
the value of investment securities carried at market values.




                                       16


--------------------------------------------------------------------------------
                          TECHNICAL MANAGEMENT ANALYSIS
--------------------------------------------------------------------------------

                         CHANGES IN ACCOUNTING POLICIES

      On January 1, 2006, the Company adopted Statement of Financial  Accounting
Standards No. 123-Revised ("FAS 123R"), "Share-Based Payment" using the modified
prospective  transition method. Under this transition method,  compensation cost
in 2006  includes  the  portion  vesting in the period for (1) all stock  option
awards  granted  prior to, but not  vested as of  January 1, 2006,  based on the
grant date fair value  estimated in accordance  with the original  provisions of
FAS 123 and (2) all stock option awards  granted  subsequent to January 1, 2006,
based on the grant date fair value  estimated in accordance  with the provisions
of FAS  123R.  FAS 123R  also  requires  that  compensation  cost be  recognized
immediately for awards granted to the Company's  retirement  eligible  employees
after  January 1, 2006.  Prior to adoption of FAS 123R,  the Company  recognized
compensation  cost for such  awards on a straight  line  basis over the  nominal
vesting period. Results for prior periods have not been restated. The cumulative
effect of the adoption of FAS 123R on the  Company's  financial  statements  and
earnings per share information was immaterial.

                               FINANCIAL POSITION

      The Company's  financial position at March 31,2006 reflected  increases in
assets,  liabilities  and  common  shareholders'  equity  of .6%,  .4% and 1.1%,
respectively,  when compared to the  immediately  preceding  year-end.  Cash and
invested assets  represented 64.3% and 64.1% of consolidated  assets as of March
31, 2006 and December 31, 2005,  respectively.  Consolidated operating cash flow
was  positive at $184.6 in the first  quarter of 2006  compared to $149.1 in the
same period of 2005.  As of March 31, 2006,  the invested  asset base  increased
1.0% to $7,469.3  principally as a result of positive operating cash flow offset
by a decline in the fair value of fixed maturity and equity investments.

      During the first  quarters  of 2006 and 2005,  the  Corporation  committed
substantially all investable funds to short to intermediate-term  fixed maturity
securities.  At both March 31, 2006 and 2005, approximately 99% of the Company's
investments consisted of marketable securities. Old Republic continues to adhere
to its long-term policy of investing  primarily in investment grade,  marketable
securities. Investable funds have not been directed to so-called "junk bonds" or
types of securities  categorized as derivatives.  At March 31, 2006, the Company
had $3.5 of  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,  2006.  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

                                       17

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.

      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,
                                                                                                   2006                  2005
                                                                                            ------------------    ------------------
                                                                                                            
Aaa..................................................................................                 32.5%                 32.6%
Aa...................................................................................                 18.7                  18.4
A....................................................................................                 28.5                  27.9
Baa..................................................................................                 19.3                  20.2
                                                                                            ------------------    ------------------
         Total investment grade......................................................                 99.0                  99.1
All other (2)........................................................................                  1.0                    .9
                                                                                            ------------------    ------------------
         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 Non-Investment Grade Fixed Maturity Securities
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                     March 31, 2006
                                                                                        ----------------------------------------
                                                                                                                     Gross
                                                                                            Amortized              Unrealized
                                                                                              Cost                   Losses
                                                                                        -----------------       ----------------
                                                                                                          
Fixed Maturity Securities by Industry Concentration:
Finance.........................................................................        $           20.0        $           1.4
Consumer Durables...............................................................                    10.2                     .9
Consumer Non-durables...........................................................                     3.0                    -
                                                                                        -----------------       ----------------
         Total..................................................................        $           33.3 (3)    $           2.4
                                                                                        =================       ================

(3) Represents .5% of the total fixed maturity securities portfolio.


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

                                                                                                     March 31, 2006
                                                                                        ----------------------------------------
                                                                                                                     Gross
                                                                                            Amortized              Unrealized
                                                                                              Cost                   Losses
                                                                                        -----------------       ----------------
                                                                                                          
Fixed Maturity Securities by Industry Concentration:
Municipals......................................................................        $        1,497.8        $          31.9
Utilities.......................................................................                   480.3                   17.0
Consumer Non-durables...........................................................                   262.5                    8.0
Service.........................................................................                   198.9                    7.5
Other (includes 17 industry groups) ............................................                 2,177.8                   63.6
                                                                                        -----------------       ----------------
         Total..................................................................        $        4,617.5 (4)    $         128.2
                                                                                        =================       ================

(4) Represents 71.8% of the total fixed maturity securities portfolio.

                                       18


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

                                                                                                     March 31, 2006
                                                                                        ----------------------------------------
                                                                                                                    Gross
                                                                                                                  Unrealized
                                                                                              Cost                  Losses
                                                                                        -----------------      -----------------
                                                                                                         
Equity Securities by Industry Concentration:
Consumer Non-durables...........................................................        $           12.9       $             .8
Insurance.......................................................................                     9.7                     .6
Banking.........................................................................                    12.9                     .4
Retail..........................................................................                     6.4                     .4
Other (6 industry groups).......................................................                    22.7                    1.1
                                                                                        -----------------      -----------------
         Total..................................................................        $           64.9 (5)   $            3.5 (6)
                                                                                        =================      =================

(5)  Represents 13.0% of the total equity securities portfolio.
(6)  Represents .7% of the cost of the total equity securities portfolio, while
     gross unrealized gains represent 14.9% of the portfolio.


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

                                                                                        March 31, 2006
                                                              ------------------------------------------------------------------
                                                                      Amortized Cost
                                                               of Fixed Maturity Securities         Gross Unrealized Losses
                                                              -------------------------------    -------------------------------
                                                                                    Non-                                Non-
                                                                                 Investment                          Investment
                                                                   All           Grade Only           All            Grade Only
                                                              --------------    -------------    --------------    -------------
                                                                                                       
Maturity Ranges:
     Due in one year or less............................      $       418.9     $        -       $         3.0     $         -
     Due after one year through five years..............            1,589.5             33.3              44.2              2.4
     Due after five years through ten years.............            2,630.6              -                83.3               -
     Due after ten years................................               11.6              -                  .1               -
                                                              --------------    -------------    --------------    -------------
         Total..........................................      $     4,650.8     $       33.3     $       130.7     $        2.4
                                                              ==============    =============    ==============    =============


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

                                                                                       March 31, 2006
                                                              ------------------------------------------------------------------
                                                                              Amount of Gross Unrealized Losses
                                                              ------------------------------------------------------------------
                                                                                                                    Total Gross
                                                                Less than         20% to 50%       More than         Unrealized
                                                               20% of Cost         of Cost        50% of Cost           Loss
                                                              -------------     -------------    --------------    -------------
                                                                                                       
Number of Months in Loss Position:
Fixed Maturity Securities:
         One to six months..............................      $       80.0      $        -       $         -       $       80.0
         Seven to twelve months.........................              14.1               -                 -               14.1
         More than twelve months........................              36.5               -                 -               36.5
                                                              -------------     -------------    --------------    -------------
                  Total.................................      $      130.7      $        -       $         -       $      130.7
                                                              =============     =============    ==============    =============
Equity Securities:
         One to six months..............................      $        3.5      $        -       $         -       $        3.5
         Seven to twelve months........................                -                 -                 -                -
         More than twelve months........................               -                 -                 -                -
                                                              -------------     -------------    --------------    -------------
                  Total.................................      $        3.5      $        -       $         -       $        3.5
                                                              =============     =============    ==============    =============

Number of Issues in Loss Position:
Fixed Maturity Securities:
         One to six months..............................               854                -                 -                854
         Seven to twelve months.........................               131                -                 -                131
         More than twelve months........................               211                -                 -                211
                                                              -------------    --------------    --------------    --------------
                  Total.................................             1,196                -                 -              1,196 (7)
                                                              =============    ==============    ==============    ==============
Equity Securities:
         One to six months..............................                20                -                 -                 20
         Seven to twelve months.........................                -                 -                 -                 -
         More than twelve months........................                -                  1                -                  1
                                                              -------------    --------------    --------------    --------------
                  Total.................................                20                 1                -                 21 (7)
                                                              =============    ==============    ==============    ==============


                                       19


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,
2006 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.

(7)   At March 31,  2006 the  number of issues in an  unrealized  loss  position
      represent 65.7% as to fixed maturities,  and 24.4% as to equity securities
      of the total number of such issues held by the Company.

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

                                                                                           March 31,              December 31,
                                                                                             2006                     2005
                                                                                       ------------------       -----------------
                                                                                                          
Maturity Ranges:
     Due in one year or less.....................................................                  8.6%                   10.9%
     Due after one year through five years.......................................                 41.9                    41.5
     Due after five years through ten years......................................                 48.5                    46.9
     Due after ten years through fifteen years...................................                  1.0                      .7
     Due after fifteen years.....................................................                   -                       -
                                                                                       ------------------       -----------------
         Total...................................................................                100.0%                  100.0%
                                                                                       ==================       =================
Average Maturity.................................................................              4.6 Years               4.8 Years
                                                                                       ==================       =================
Duration (8).....................................................................              4.0                     4.2
                                                                                       ==================       =================

(8)   Duration is used as a measure of bond price  sensitivity  to interest rate
      changes.  A duration of 4.0 as of March 31, 2006  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 4.0%.

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

                                                                                           March 31,              December 31,
                                                                                             2006                     2005
                                                                                       ------------------       -----------------
                                                                                                          
   Fixed Maturity Securities:
        Amortized cost............................................................     $         6,434.4        $        6,323.7
        Estimated fair value......................................................               6,353.8                 6,331.6
                                                                                       ------------------       -----------------
        Gross unrealized gains....................................................                  50.1                    79.5
        Gross unrealized losses...................................................                (130.7)                  (71.5)
                                                                                       ------------------       -----------------
            Net unrealized gains (losses).........................................     $           (80.5)       $            7.9
                                                                                       ==================       =================
   Equity Securities:
        Cost......................................................................     $           500.9        $          500.9
        Estimated fair value......................................................                 572.2                   552.4
                                                                                       ------------------       -----------------
        Gross unrealized gains....................................................                  74.8                    55.1
        Gross unrealized losses...................................................                  (3.5)                   (3.6)
                                                                                       ------------------       -----------------
            Net unrealized gains..................................................     $            71.3        $           51.5
                                                                                       ==================       =================

      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 $474.4
in  dividends  from its  subsidiaries  in 2006  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. $18.8 of commercial paper was outstanding at March 31, 2006.

      Old  Republic's  total  capitalization  of  $4,209.1  at  March  31,  2006
consisted of debt of $142.2 and common shareholders' equity of $4,066.8. Changes
in the common  shareholders'  equity account reflect  primarily the retention of
earnings in excess of dividend  requirements  as well as changes 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 24  years.  The  annual  dividend  rate is  typically
reviewed and  approved by the Board of  Directors  in the first  quarter of each

                                       20

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 February, 2006
meeting,  the Board of Directors  approved a new quarterly cash dividend rate of
15.0 cents per share effective in the second quarter of 2006, up from 14.0 cents
per share  paid in the  first  quarter  2006,  subject  to the  usual  quarterly
authorizations.

      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 been  acquired  through
March 31, 2006 pursuant to this  authorization.  In December  2005,  the Company
cancelled  3.5 million  common  shares  previously  reported as treasury  stock,
restoring  them to unissued  status;  this had no effect on total  shareholders'
equity or the financial condition of the Company.

                              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  generally  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 include branch offices of its title insurers
and wholly owned  subsidiaries of the Company)  represent  approximately  30% 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  70% 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
                                               ----------    ----------    ----------    ----------    ---------    ------------
                                                                                        
   Years Ended December 31:
        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
        2005..............................       1,805.2         429.5       1,081.8          70.3      3,386.9           8.7
   Quarters Ended March 31:
        2005..............................         431.1         105.4         231.7          20.6        788.8           8.6
        2006..............................     $   459.9     $   109.0     $   253.4     $    21.3     $  843.8           7.0%
                                               ==========    ==========    ==========    ==========    =========    ============


      Earned  premiums in the General  Insurance Group grew by 6.7% and 14.5% in
the first  quarters of 2006 and 2005,  respectively,  as a result of  additional
business  produced in a reasonably  stable  underwriting  environment.  Mortgage
guaranty premium income reflects  moderately  improving  persistency  trends for
traditional  primary  mortgage  insurance  offset  by  a  combination  of  lower
origination  volumes and greater  reinsurance  cessions.  The  increase in first
quarter  of  2006  net  premiums  earned   substantially   results  from  growth
attributable  to the  increase in bulk  insurance  in force.  2005 net  premiums
earned rose due to bulk business growth as well as a higher average premium rate
on new  traditional  primary  business  production.  Title Group premium and fee
revenues  increased in the first quarter of 2006 due to higher agency  premiums,
offset in part by a drop in direct  premiums,  especially in the Western  United
States due to reduced real estate transaction volume.  Reduced title revenues in
2004  are  mostly  reflective  of a  substantial  drop in  mortgage  refinancing
activity,  while 2003 results reflected favorable market conditions for the sale
of new and used  homes,  and,  most  importantly,  strong  mortgage  refinancing
activity that was driven by a fairly consistent drop in mortgage rates.

                                       21


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

                                                                                  Type of Coverage
                                                 -----------------------------------------------------------------------------------
                                                    Comm.                                       Inland
                                                    Auto.                                       Marine
                                                  (mostly         Workers'     Financial         and          General
                                                  trucking)         Comp.      Indemnity       Property      Liability       Other
                                                 -----------    -----------    ----------     ----------    -----------    ---------
                                                                                                         
Years Ended December 31:
    2001.................................            45.7%          17.4%          7.2%          12.8%           5.4%        11.5%
    2002.................................            43.0           19.1           8.7           12.9            4.7         11.6
    2003.................................            39.5           20.0          11.7           12.2            5.3         11.3
    2004.................................            37.9           21.8          11.8           11.3            5.8         11.4
    2005.................................            39.2           21.9          10.3           11.1            5.4         12.1
Quarters Ended March 31:
    2005.................................            38.8           22.4          10.9           11.0            5.9         11.0
    2006.................................            39.8%          22.6%         11.1%          10.8%           4.7%        11.0%
                                                 ===========    ===========    ==========     ==========    ===========    =========


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

                                                                                            New Insurance Written
                                                                        ------------------------------------------------------------
                                                                         Traditional
                                                                           Primary           Bulk            Other          Total
                                                                        -------------    ------------    ------------    -----------
                                                                                                             
 Years Ended December 31:
    2001........................................................        $   25,085.4     $   2,614.4     $   3,675.3     $ 31,375.1
    2002........................................................            30,809.6         5,130.0         7,555.5       43,495.1
    2003........................................................            37,255.8         6,806.6         5,802.8       49,865.2
    2004........................................................            24,749.4         4,487.8         7,324.7       36,562.0
    2005........................................................            20,554.5         9,944.3           498.2       30,997.1
Quarters Ended March 31:
    2005........................................................             4,705.6         3,299.5            39.8        8,045.0
    2006........................................................        $    3,892.5     $   3,256.9     $      51.3     $  7,200.7
                                                                        =============    ============    ============    ===========


                                                                                              Net Risk In Force
                                                                        ------------------------------------------------------------
                                                                         Traditional
                                                                           Primary           Bulk            Other          Total
                                                                        -------------    ------------    ------------    -----------
                                                                                                             
 As of December 31:
    2001........................................................        $   15,043.5     $     167.0     $     336.9     $ 15,547.4
    2002........................................................            15,367.6           513.0           450.7       16,331.3
    2003........................................................            15,329.5           802.2           493.4       16,625.1
    2004........................................................            15,452.2           834.8           580.9       16,868.0
    2005........................................................            14,711.2         1,758.8           586.1       17,056.2
As of March 31:
    2005........................................................            15,274.2         1,094.5           580.4       16,949.2
    2006........................................................        $   14,587.0     $   1,823.7     $     586.8     $ 16,997.6
                                                                        =============    ============    ============    ===========



Analysis of Traditional Primary Risk in Force:
                                                                                                      FICO            Unscored/
   By Fair Isaac & Company ("FICO") Scores (1):                    FICO less         FICO 620        greater           Unavail
                                                                    than 620          to 680         than 680           able
                                                                  ------------     ------------    ------------     ------------
                                                                                                        
   As of December 31:
       2001................................................              -%               -%              -%               -%
       2002................................................              -                -               -                -
       2003................................................            8.5             29.2            48.8             13.5
       2004................................................            8.6             31.1            51.4              8.9
       2005................................................            8.3             31.8            53.1              6.8
   As of March 31:
       2005................................................            8.6             31.4            51.8              8.2
       2006................................................            8.3%            32.1%           53.5%             6.1%
                                                                  ============     ============    ============     ============

---------------------------
(1)   Scores  were  unavailable  for a  substantial  number of policies in force
      prior to 2003.

                                       22



   By Loan to Value ("LTV") Ratio:                                                                                      LTV
                                                                    LTV less           LTV             LTV          LTV Greater
                                                                     than 85         85 to 90        90 to 95          than 95
                                                                  ------------     ------------    ------------     ------------
                                                                                                        
   As of December 31:
        2001...............................................            5.7%            37.6%           48.8%             7.9%
        2002...............................................            6.0             37.3            47.0              9.7
        2003...............................................            6.4             37.3            43.8             12.5
        2004...............................................            5.7             36.8            42.0             15.5
        2005...............................................            5.4             37.7            39.1             17.8
   As of March 31:
       2005................................................            5.6             36.9            41.4             16.1
       2006................................................            5.3%            37.8%           38.5%            18.4%
                                                                  ============     ============    ============     ============


   By Type of Loan Documentation:                                                               Full               Reduced
                                                                                            Documentation        Documentation
                                                                                          -----------------    -----------------
                                                                                                         
    As of December 31:
       2001........................................................................                99.4%                  .6%
       2002........................................................................                96.7                  3.3
       2003........................................................................                94.4                  5.6
       2004........................................................................                93.2                  6.8
       2005........................................................................                90.6                  9.4
   As of March 31:
       2005........................................................................                92.6                  7.4
       2006........................................................................                90.4%                 9.6%
                                                                                          =================    =================


Premium and Persistency Trends
                                                                          Earned Premiums                   Persistency
                                                                   ----------------------------    -----------------------------
                                                                                                    Traditional
                                                                      Direct            Net           Primary         Bulk (2)
                                                                   ------------    ------------    ------------     ------------
                                                                                                        
   Years Ended December 31:
       2001..................................................      $     390.9     $     353.1           65.3%               -%
       2002..................................................            432.4           376.2           59.1             71.7
       2003..................................................            467.3           400.9           46.0             31.8
       2004..................................................            483.6           403.2           64.5             55.7
       2005..................................................            508.0           429.5           65.5             59.5
   Quarters Ended March 31:
       2005..................................................            124.6           105.4           65.2             49.7
       2006.....................................................   $     128.9     $     109.0           66.6%            65.3%
                                                                   ============    ============    ============     ============

----------------------
(2)   Due to the relative immaturity of the bulk business,  the above trends may
      prove to be highly  volatile.
      The  following  table shows the  percentage distribution  of  Title  Group
      premium  and fee  revenues  by  production sources:


                                                                                                                   Independent
                                                                                                   Direct        Title Agents &
                                                                                                 Operations           Other
                                                                                               --------------    ---------------
                                                                                                           
Years Ended December 31:
    2001................................................................................               47.4%              52.6%
    2002................................................................................               43.7               56.3
    2003................................................................................               40.0               60.0
    2004................................................................................               38.1               61.9
    2005................................................................................               37.1               62.9
Quarters Ended March 31:
    2005................................................................................               38.5               61.5
    2006................................................................................               29.9%              70.1%
                                                                                               ==============    ===============


                                       23


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.  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.



                                                     Invested Assets at Cost                            Market        Invested
                              ---------------------------------------------------------------------      Value        Assets at
                                                                          Corporate                     Adjust-        Market
                                General       Mortgage        Title       and Other        Total         ment           Value
                              -----------    ----------    ----------    -----------    -----------    ---------    ------------
                                                                                               
As of December 31:
     2001.................    $  3,198.8     $ 1,205.1     $   423.9     $    150.1     $ 4,977.8      $  219.7     $   5,197.6
     2002.................       3,446.0       1,309.4         489.6          226.9       5,471.9         305.5         5,777.5
     2003.................       3,798.2       1,381.4         556.9          177.1       5,913.6         360.3         6,273.8
     2004.................       4,217.8       1,501.9         595.2          295.0       6,610.1         262.2         6,872.2
     2005.................       4,694.8       1,515.4         616.8          326.4       7,153.5          76.6         7,230.2
As of March 31:
     2005.................       4,347.7       1,516.9         559.2          297.9       6,721.7         143.1         6,864.9
     2006.................    $  4,829.0     $ 1,498.2     $   604.4     $    376.1     $ 7,307.8      $    3.5     $   7,311.4
                              ===========    ==========    ==========    ===========    ===========    =========    ============


                                                      Net Investment Income                                     Yield at
                              ---------------------------------------------------------------------     ------------------------
                                                                          Corporate
                                General      Mortgage       Title         and Other        Total           Cost          Market
                              ----------    ----------    ----------    ------------    -----------     ----------     ---------
                                                                                                  
Years Ended
   December 31:
     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
     2005.................        197.0          70.1          26.0            16.9          310.1          4.5           4.4
Quarters Ended
   March 31:
     2005.................         47.8          17.5           6.3             3.5           75.3          4.5           4.4
     2006.................    $    52.9     $    19.1     $     6.8     $       3.7     $     82.7          4.6%          4.6%
                              ==========    ==========    ==========    ============    ===========     ==========     =========


      Consolidated net investment  income grew by 9.7% when compared to the same
2005 period.  This revenue  source was affected by a rising  invested asset base
caused by positive  consolidated  operating cash flows,  by a  concentration  of
investable  assets in  interest-bearing  securities,  and by  changes  in market
yields.  While  yield  trends  reflect  the  relatively  short  maturity  of Old
Republic's  fixed  maturity  securities  portfolio  as  well  as a  lower  yield
environment during the past several years, higher short-term interest rates have
resulted in increased yields during the first quarter of 2006.

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 2006 and 2005,  86.7% and 77.5%,  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.

                                       24


      The following  table  reflects the  composition  of net realized  gains or
losses for the periods shown. As previously noted,  relatively  greater realized
gains in equity  securities  in 2004 and 2005  resulted  largely  from  sales of
substantial  portions of actively  managed equity  holdings and  reinvestment of
proceeds in index-style investment portfolios.

                                     Realized Gains (Losses)
                                       on Disposition of:                         Impairment Losses on:
                            ----------------------------------------    -----------------------------------------
                                              Equity                                       Equity
                                            securities                                   securities
                               Fixed       and miscell-                   Fixed        and miscell-                      Net
                             maturity        aneous                      maturity         aneous                      realized
                            securities     investments       Total      securities      investments       Total         gains
                            ----------     ------------    ---------    -----------    -------------     --------     ---------
                                                                                                 
Years Ended
   December 31:
    2001...............     $    (2.9)     $      39.4     $   36.5     $     (1.2)    $       (5.5)     $  (6.7)     $    29.7
    2002...............           3.8             29.1         33.0           (5.0)           (14.0)       (19.0)          13.9
    2003...............           4.6             31.1         35.7             -             (16.4)       (16.4)          19.3
    2004...............           4.6             48.5         53.2             -              (5.2)        (5.2)          47.9
    2005...............           4.5             69.6         74.1           (2.7)            (6.5)        (9.2)          64.9
Quarters Ended
   March 31:
    2005...............            .3             12.7         13.0             -              (5.1)        (5.1)           7.9
    2006...............     $     1.1      $       6.3     $    7.5     $       -      $         -       $    -      $      7.5
                            ==========     ============    =========    ===========    =============     ========    ===========


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 amount of
paid claims and 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 therefore 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.  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
aggregate 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.


                                       25

      Most of Old Republic's  consolidated  claim and related  expense  reserves
stem from its general  insurance  business.  At March 31,  2006,  such  reserves
accounted  for  89.1%  and 82.6% of  consolidated  gross and net of  reinsurance
reserves,  respectively,  while similar  reserves at December 31, 2005 accounted
for 89.1% and 82.5% 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, 2006               December 31, 2005
                                                                        --------------------------     --------------------------
                                                                          Gross            Net            Gross           Net
                                                                        ----------     -----------     -----------    -----------
                                                                                                          
Claim and Loss Adjustment Expense Reserves:
Commercial automobile (mostly trucking)............................     $   919.2      $    732.6      $    878.4     $    692.9
Workers' compensation..............................................       1,810.6           937.0         1,775.0          915.1
General liability..................................................       1,023.9           429.4           991.3          418.1
Other coverages....................................................         604.5           388.9           597.5          387.8
Unallocated loss adjustment expense reserves.......................         159.1            92.8           159.2           92.9
                                                                        ----------     -----------     -----------    -----------
      Total general insurance reserves                                    4,517.6         2,580.8         4,401.7        2,507.0

Mortgage guaranty..................................................         220.9           219.9           214.7          213.7
Title..............................................................         273.6           273.6           268.8          268.8
Life and health....................................................          28.0            21.2            26.5           19.9
Unallocated loss adjustment expense reserves -
   other coverages.................................................          28.4            28.4            28.0           28.0
                                                                        ----------     -----------     -----------    -----------
      Total claim and loss adjustment expense reserves.............     $ 5,068.7      $  3,124.1      $  4,939.8     $  3,037.6
                                                                        ==========     ===========     ===========    ===========
Asbestosis and environmental claim reserves included
  in the above general insurance reserves:
       Amount......................................................     $   172.7      $    132.2      $    170.7     $    132.2
                                                                        ==========     ===========     ===========    ===========
       % of total general insurance reserves.......................          3.8%            5.1%            3.9%           5.3%
                                                                        ==========     ===========     ===========    ===========

      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% to
4.0%. 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

                                       26

ratios  represent the number of years' average paid losses for the three or five
most recent  calendar  years that are  encompassed  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 8.0 years  (gross)  and 10.4 years (net of  reinsurance)  as of
March 31, 2006 and 7.4 years (gross) and 10.4 years (net of  reinsurance)  as of
December 31, 2005. 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 3.3% of General
Insurance Group net incurred losses for the five years ended December 31, 2005.

      Mortgage  Guaranty  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.  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 and through changing economic conditions. As a result, mortgage
guaranty  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.

      The Company  establishes  unallocated loss adjustment expense 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, 2006 and December  31, 2005,  the
Company's  general  insurance  segment  carried  reserves  of $896.7 and $873.6,
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% for a deficiency  of $89.6,  or
3.5% of the  Company's net general  insurance  reserves as of March 31, 2006 and
$87.3,  or 3.5% 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. One
year  developments of general  insurance  reserves posted as of each of the 1995
through 2004 year ends have reflected  uniformly  positive  results.  Cumulative
developments  ranging  from 10 years to one year  for the same  year  ends  have
produced both redundancies and (deficiencies)  that have ranged between 7.2% and
(5.8%) and have averaged .6%.

      Certain events could affect adversely the Company's reserve levels 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.

      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, 2007 through the Terrorism Risk
Insurance  Extension  Act  of  2005,  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.

      Mortgage guaranty net claim reserve levels could be affected  adversely by
several  factors,  including a  deterioration  of regional or national  economic
conditions leading to a reduction in borrowers' income and thus their ability to
make  mortgage  payments,  and a drop in housing  values  that could  expose the
Company to greater loss on resale of  properties  obtained  through  foreclosure
proceedings.

                                       27

      Title  insurance 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.

      With respect 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 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 the above regards, current GAAP accounting polices do not permit
the Company's  reserving  practices to anticipate or provide for claims  arising
from future catastrophic events before they occur.

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

                                                                  General          Mortgage          Title          Consolidated
                                                               --------------    -------------     -----------     -------------
                                                                                                       
Years Ended December 31:
     2001.............................................                 74.8%            16.1%            4.0%             42.4%
     2002.............................................                 72.0             14.1             5.0              40.2
     2003.............................................                 67.6             22.7             5.8              37.9
     2004.............................................                 65.9             35.5             5.8              42.0
     2005.............................................                 66.9             37.2             6.0              43.3
Quarters Ended March 31:
     2005.............................................                 66.8             32.2             6.0              43.9
     2006.............................................                 64.5%            38.8%            6.2%             43.3%
                                                               ==============    =============     ===========     =============

      The  general  insurance  portion  of the  claims  ratio  has  reflected  a
reasonably  consistent  downtrend  since 2001.  The reduction in this major cost
factor reflects largely 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.  The  most  recent  year-over-year  claim  ratio  comparisons  reflect
continued  upward  pressure in paid loss trends,  claim  frequency  and severity
patterns.  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.  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.

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

                                                                                  Type of Coverage
                                                 -----------------------------------------------------------------------------------
                                                    Comm.                                       Inland
                                                    Auto.                                       Marine
                                                  (mostly         Workers'     Financial         and          General
                                                  trucking)         Comp.      Indemnity       Property      Liability      Other
                                                 -----------    -----------    ----------     ----------    -----------   ----------
                                                                                                        
Years Ended December 31:
    2001...............................               82.5%          89.0%         39.0%          59.5%          71.0%       68.5%
    2002...............................               78.4           93.2          41.1           51.5           67.6        66.9
    2003...............................               70.4           81.2          51.0           59.1           89.5        52.2
    2004...............................               66.5           72.4          47.6           56.2          108.6        59.3
    2005...............................               67.2           78.9          48.9           52.1           97.4        58.6
Quarters Ended March 31:
    2005...............................               70.7           70.8          51.7           53.6           98.5         61.6
    2006...............................               72.0%          73.5%         44.1%          51.8%          74.6%        53.4%
                                                 ===========    ===========    ==========     ==========    ===========   ==========



                                       28

      Average Mortgage Guaranty paid claims, and certain  delinquency ratio data
as of the end of the periods shown are listed below:

                                                      Average Paid Claim Amount (1)                 Delinquency Ratio
                                                   -----------------------------------    -------------------------------------
                                                     Traditional                             Traditional
                                                       Primary             Bulk (2)            Primary              Bulk (2)
                                                   ---------------     ---------------    -----------------     ---------------
                                                                                                    
Years Ended December 31:
    2001....................................       $       19,221      $         -                   2.84%                .33%
    2002....................................               20,693                -                   3.43                3.28
    2003....................................               22,339              29,293                3.95                4.76
    2004....................................               23,920              19,885                4.11                4.59
    2005....................................               24,255              20,639                4.67                3.67
Quarters Ended March 31:
    2005....................................               24,384              20,561                3.75                3.79
    2006....................................       $       26,121      $       17,364                4.12%               3.42%
                                                   ===============     ===============    =================     ===============

    (1)   Amounts are in whole dollars.
    (2)   Due to the relative immaturity of the bulk business,  the above trends
          may prove to be highly volatile.


                                              Traditional Primary Delinquency Ratios for Top Ten States (3):
                            ---------------------------------------------------------------------------------------------------
                              FL        TX        GA         IL        NC        CA        OH         PA        MN        SC
                            ------    ------    -------    ------    ------    -------   -------    ------    ------    -------
                                                                                          
As of December 31:
    2001...............       3.4%      3.2%       2.9%      2.9%      3.0%       3.1%      3.8%      2.5%      1.9%       2.9%
    2002...............       3.6       3.9        3.9       3.3       4.0        2.9       4.9       3.3       2.1        3.7
    2003...............       3.5       4.6        4.9       4.0       4.7        2.8       6.9       3.8       2.5        4.9
    2004...............       3.2       5.0        5.6       3.8       4.9        2.1       7.6       4.4       3.5        5.0
    2005...............       3.1       5.7        5.9       4.2       4.9        1.8       8.3       4.7       4.0        5.4
As of March 31:
    2005...............       2.5       4.5        5.1       3.5       4.4        1.7       7.2       4.0       3.4        4.6
    2006...............       2.4%      4.9%       5.2%      3.9%      4.3%       1.8%      7.6%      4.2%      4.1%       4.5%
                            ======    ======    =======    ======    ======    =======   =======    ======    ======    =======

   (3) As determined by risk in force.  These 10 states  represent approximately
       50% of total risk in force as of March 31, 2006.

Expenses: Underwriting, Acquisition and Other Expenses

      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
                                                              --------------    -------------     -----------     -------------
                                                                                                      
Years Ended December 31:
     2001.............................................                27.8%            27.5%           87.2%             46.5%
     2002.............................................                27.1             32.3            85.6              47.9
     2003.............................................                26.2             24.8            84.6              48.5
     2004.............................................                24.8             25.6            90.5              47.3
     2005.............................................                24.6             22.4            88.2              45.2
Quarters Ended March 31:
     2005.............................................                24.5             23.1            91.2              44.6
     2006.............................................                25.9%            23.7%           93.4%             46.5%
                                                              ==============    =============     ===========     =============

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

      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 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 class action litigation at a cost  approximately $5.0 less
than the related  reserves  recorded in 2002. The increase in 2004 resulted from

                                       29

higher stock option  compensation  expenses  offset by recovery of certain prior
years'  litigation  costs. The decline in the 2005 ratio reflects the absence of
this segments' share of the 2004 stock option costs, as well as a combination of
lower contract  underwriting costs,  reductions in variable sales expenses,  and
continued attention to operating efficiencies.

      Increased title sales volume led to lower expense ratios in 2005, 2003 and
2002.  The increase in the 2004 expense  ratio  results from the  aforementioned
final  settlement  of consumer and  regulatory  litigation  costs  affecting Old
Republic's  California  title  insurance  subsidiary.  The increase in the first
quarter  2006  expense  ratio  results  from  decreased   revenues  from  direct
operations  to a level lower than  required  to support  the  related  operating
expense structure.

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
                                                              --------------    -------------     -----------     -------------
                                                                                                      
Years Ended December 31:
     2001..............................................              102.6%            43.6%           91.2%             88.9%
     2002..............................................               99.1             46.4            90.6              88.1
     2003..............................................               93.8             47.5            90.4              86.4
     2004..............................................               90.7             61.1            96.3              89.3
     2005..............................................               91.5             59.6            94.2              88.5
Quarters Ended March 31:
     2005..............................................               91.3             55.3            97.2              88.5
     2006..............................................               90.4%            62.5%           99.6%             89.8%
                                                              ==============    =============     ===========     =============


Expenses: Income Taxes

      The  effective  consolidated  income tax rates were 31.7% and 32.2% in the
first quarters of 2006 and 2005, respectively.  Such rates 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 results,  liquidity, and other
performance  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  and other  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. Of necessity,
any  such  forward-looking  statements,   commentaries,  or  inferences  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. Mortgage guaranty
results,   in  particular,   may  also  be  affected  by  various   risk-sharing
arrangements with business  producers as well as the risk management and pricing
policies of government sponsored enterprises. Life and 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  holding  company  level,  operating  earnings  or losses  are  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 any
and all such comments, whether as a result of new information,  future events or
otherwise, and accordingly they may not be unduly relied upon.


                                       30



                     OLD REPUBLIC INTERNATIONAL CORPORATION

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

Item 3 - Quantitative and Qualitative Disclosure About Market Risk

The  information  called  for by Item 3 is found  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, 2006,  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.



























                                       31





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

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

Item 1A - Risk Factors
----------------------

There have been no material changes with respect to the risk factors disclosed
in the Company's Annual Report on Form 10-K for the year ended December 31,
2005.

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.













































                                       32



                                    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 9, 2006
      -------------------


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






















































                                       33



                                  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.























































                                      34