SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 4720

         May 18, 2010

Karl W. Mueller
Senior Vice President and  Chief Financial Officer
Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601
 Re:   Old Republic International Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2009
 Filed March 1, 2010
 File Number:  001-10607

Dear Mr. Mueller:

We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosures.  Where a comment requests you to revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

 1. We have not yet reviewed the Part III in formation that is included in your Form
10-K. We may have further comments af ter reviewing that information and we
will not be able to clear our review of your filing until we have the opportunity to
resolve any resulting comments.

Karl W. Mueller
Old Republic International Corporation
May 18, 2010
Page 2  Item 3 - Legal Proceedings, page 23

 2. We note that the class action litigatio n pending against your principal title
insurance subsidiary is spr ead over many lawsuits in st ate and federal courts in
several states. We note that many of thes e cases have been dismissed and others
consolidated and that this trend may con tinue for many of the cases that remain
pending. To the extent practicable, please revise this disclosure to provide
additional information about the cases, such  as the names of the courts in which
the proceedings are pending, the dates the cases were in stituted and the names of
the plaintiffs.
 Notes to Consolidated Financial Statements, page 56

Note 1 – Summary of Significant Accounting Policies
(j) Income Taxes, page 64
 3. Refer to your disclosure in MD&A – Ex ecutive Summary on page 27 and in Note
6 - Information About Segments of Bu siness.  Please explain why it was
appropriate to recognize the tax credit s related to losses from other-than-
temporary investment impairments duri ng 2009 rather than 2008.  Include any
reference to the specific authoritative literature that supports this treatment. In
addition, please explain why this item was not included in the effective tax rate
reconciliation.
 Signatures, page 83

 4. Please revise your signature page to in clude the signature of your principal
accounting officer or controll er. If one of your current signatories acts in this
capacity, please confirm your future filings  will indicate that this person signs in
the capacity of accounting o fficer or controller.

* * * *

 Please provide us the information requested  within 10 business days or tell us when
you will provide us with a response.  Please fu rnish a cover letter with your response that
keys your response to our comments.  Detailed cover letters greatly fa cilitate our review.
Please furnish your letter on EDGAR unde r the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Karl W. Mueller
Old Republic International Corporation
May 18, 2010
Page 3
 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Please contact Vanessa Robe rtson, Staff Accountant, at (202) 551-3649 or Mary
Mast, Senior Staff Accountant, at (202) 551- 3613 if you have any questions regarding the
processing of your response as well as any questions regarding comments on the financial
statements and related matters. You may cont act Scot Foley, Staff Attorney, at (202) 551-
3383 or Suzanne Hayes, Legal Branch Chief, at (202) 551-3675 with questions on any of
the other comments.  In this regard, do not  hesitate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

         J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant