SecProbe.io

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 Old Republic International Corporation

 307 North Michigan Ave.

 Chicago, IL 60601

 May 1, 2026

 Via Edgar

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Ms. Aisha Adegbuyi

 Re: Old Republic International Corporation

 Registration Statement on Form S-4

 File No. 333-291948

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Old Republic International Corporation hereby requests acceleration of the effective date of the above-referenced Registration Statement
so that the Registration Statement becomes effective at 9:00 a.m., Eastern Time, on May 5, 2026, or as soon as practicable thereafter.

 Please contact Brett Pritchard of Troutman Pepper Locke LLP, the Registrant's
legal counsel, at (312) 443-1773 if you have any questions or require any additional information. In addition, please notify Mr. Pritchard
via telephone when this request for acceleration has been granted.

 Thank you for your assistance in this matter.

 Sincerely,

 OLD REPUBLIC INTERNATIONAL CORPORATION

 /s/ Victoria Pool

 Name:
 Victoria Pool

 Title:
 Assistant Vice President and Assistant General Counsel

 CC: J. Brett Pritchard (Troutman Pepper Locke LLP)

August 15 , 201 3

Via E -mail
Karl W. Mueller
Senior Vice President, Chief Financial Officer, and
Principal Accounting Officer
Old Republic International Corporation
307 North Michigan Avenue
Chicago, I L 60601

 Re: Old Republic International Corporation
 Form 10 -K for the Fiscal Year Ended December 31 , 2012
Filed March 1 , 2013
File No. 001-10607

Dear Mr. Mueller :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated b y the Commission or any person under the
federal securities laws of the United States.  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 the
information the Securit ies Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Joel Parker

Joel Parker
Accounting Branch  Chief

CORRESP
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    secletter080213.htm

August 2, 2013

Mr. Joel Parker

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Old Republic International Corporation

Form 10-K, for the Fiscal Year Ended December 31, 2012

Filed March 1, 2013

File No. 001-10607

Dear Mr. Parker,

We have evaluated the verbal comment received from the Commission on July 19, 2013 relative to our July 16, 2013 written response to the above referenced filing.  Old Republic’s response to the Commission’s comment follows.  For ease of review we have repeated the Commission’s original written comment in bold-faced type followed by our response.  The references to “Old Republic” or “the Company” herein, refer to Old Republic International Corporation and its subsidiaries as the context requires.  We intend to make any proposed revisions to disclosures as noted herein on a prospective basis beginning with the Company’s 2013 Form 10-K.  All dollar amounts referenced in the Company’s response are presented in millions, except per share data.

Notes to Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

(s) Regulatory Matters, page 87

1.

Please provide us proposed disclosure to be included in future filings that states the amount of statutory capital and surplus necessary to satisfy regulatory requirements, if significant in relation to the entity’s statutory capital and surplus, or state that such amount is not significant.  Refer to ASC 944-505-1b.

Response

In response to the Commission’s comment we will further modify our footnote disclosures from those proposed in our July 16, 2013 response to read as follows (underline indicates additions, strikeouts represent deletions):

Note 1 (a) Accounting Principles - The Company's insurance subsidiaries are managed pursuant to the laws and regulations of the various states in which they operate. As a result, the subsidiaries operate and maintain their accounts in conformity with accounting practices prescribed or permitted by various states' insurance regulatory authorities. Federal income taxes and dividends to shareholders are based on financial statements and reports complying with such practices. The statutory accounting requirements vary from the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP") in the following major respects: (1) the costs of selling insurance policies are charged to operations immediately, while the related premiums are taken into income over the terms of the policies; (2) investments in fixed maturity securities designated as available for sale are generally carried at amortized cost rather than their estimated fair value; (3) certain assets classified as "non-admitted assets" are excluded from the balance sheet through a direct charge to earned surplus; (4) changes in allowed deferred income tax assets or liabilities are recorded directly in earned surplus and not through the income statement; (5) mortgage guaranty contingency reserves intended to provide for future

catastrophic losses are established as a liability through a charge to earned surplus whereas, GAAP does not allow provisions for future catastrophic losses; (6) title insurance premium reserves, which are intended to cover losses that will be reported at a future date are based on statutory formulas, and changes therein are charged in the income statement against each year's premiums written; (7) certain required formula-derived reserves for general insurance in particular are established for claim reserves in excess of amounts considered adequate by the Company as well as for credits taken relative to reinsurance placed with other insurance companies not licensed in the respective states, all of which are charged directly against earned surplus; (8) surplus notes are classified as equity; and (9) the mortgage guaranty deferred payment obligation ("DPO") retained in claim reserves is classified as an admissible asset and as a component of policyholder surplus pursuant to a permitted practice of the NCDOI. In consolidating the statutory financial statements of its insurance subsidiaries, the Company has therefore made necessary adjustments to conform their accounts with GAAP. The following table reflects a summary of all such adjustments:

Shareholders' Equity

Net Income (Loss)

December 31,

Years Ended December 31,

2012

2011

2012

2011

2010

Statutory totals of insurance

company subsidiaries(b):

General

$

2,905.9

$

2,849.7

$                                   225.5

$

292.5

$

255.6

(a)

Title

358.1

236.6

70.3

46.7

14.6

RFIG Run-off

149.2

113.6

(285.0

)

(422.6

)

(196.3

)

Life & Health

71.9

70.1

3.0

4.8

4.3

Sub-total

3,485.1

3,270.0

13.8

(78.6

)

78.2

GAAP totals of non-insurance company

subsidiaries and consolidation adjustments

(111.6

)

140.9

(64.2

)

(38.7

)

(41.2

)

Unadjusted totals

3,374.0

3,411.1

(50.4

)

(117.4

)

36.8

Adjustments to conform to GAAP statements:

Deferred policy acquisition costs

161.7

193.3

(33.3

)

(30.6

)

(19.8

)

Fair value of fixed maturity securities

552.7

468.8

—

—

—

Non-admitted assets

78.2

99.0

—

—

—

Deferred income taxes

(113.9

)

(93.8

)

35.7

73.4

49.8

Mortgage contingency and deferred

     payment obligation reserves

(296.9

)

8.2

—

—

—

Title unearned premiums

390.4

360.4

30.0

14.6

6.7

Loss reserves

(360.7

)

(290.4

)

(70.4

)

(49.6

)

(21.7

)

Surplus notes

(202.5

)

(365.0

)

—

—

—

Sundry adjustments

13.0

(19.5

)

19.4

(30.9

)

(21.6

)

Total adjustments

222.3

361.4

(18.2

)

(23.1

)

(6.6

)

Consolidated GAAP totals

$

3,596.2

$

3,772.5

$

(68.6

)

$

(140.5

)

$

30.1

__________

(a)

Includes the effect of PMA Capital Corporation's statutory results from the date of acquisition through year-end, excluding adjustments to conform to Old Republic's accounting policies.

(b)

The insurance laws of the respective states in which the Company’s insurance subsidiaries are incorporated prescribe minimum capital and surplus requirements for the lines of business they are licensed to write.  For domestic property and casualty and life and health insurance companies the National Association of Insurance Commissioners also prescribes risk-based capital (RBC) requirements. The RBC is a measure of statutory capital in relationship to a formula driven definition of risk relative to a company’s balance sheet and mix of business.  The combined RBC ratio of our primary General insurance subsidiaries was 711% and 721% of the company action level RBC at December 31, 2012 and 2011, respectively.  The minimum capital requirements for the Company’s Title Insurance subsidiaries are established by statute in the respective states of domicile.  The minimum regulatory capital requirement is not significant in relationship to the recorded statutory capital of the Company’s Title and Life & Health insurance subsidiaries. At December 31, 2012 and 2011 each of the Company’s General, Title, and Life and Health insurance subsidiaries exceeded the minimum statutory capital and surplus requirements. Refer to Note 1 (s) Regulatory Matters for a discussion regarding the RFIG Run-off group.

The preparation of financial statements in conformity with either statutory practices or GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

*******

With this letter Old Republic also acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We trust that the discussion above is responsive to the Commission’s comments.  Please feel free to contact me at (312) 762-4229 if you have any comments or questions.

Very truly yours,

/s/ Karl W. Mueller

Karl W. Mueller

Senior Vice President, Chief Financial Officer, and

Principal Accounting Officer

cc:  A.C. Zucaro,

Chairman and Chief Executive Officer, ORI

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    secletter071613.htm

             307 North Michigan Avenue             Karl W. Mueller

             Chicago, IL 60601-5382               Senior Vice President &

             (312) 346-8100                  Chief Financial Officer

July 16, 2013

Mr. Joel Parker

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Old Republic International Corporation

Form 10-K, for the Fiscal Year Ended December 31, 2012

Filed March 1, 2013

File No. 001-10607

Dear Mr. Parker,

We have reviewed the comments on our above referenced filing in your letter dated July 1, 2013.  Old Republic’s response to the Commission’s comments follows.  For ease of review we have repeated the Commission’s comments in bold-faced type followed by our responses.  The references to “Old Republic”, “the Company”, “Republic Mortgage Insurance Company”, "RMIC", and “RMICNC” herein, refer to Old Republic International Corporation and its subsidiaries as the context requires. All dollar amounts referenced in the Company’s response are presented in millions, except per share data.

Management Analysis of Financial Position and Results of Operations

Executive Summary, page 32

1.

You use the non-Gaap measure, Net Operating Income (Loss), which was a loss of $99.7 million in 2012. Please provide us proposed disclosure to be included in future filings that reconciles this non-Gaap measure to the most directly comparable Gaap measure as required by Regulation S-K 10(e).  The tabular disclosure on page 34 showing the composition of realized gains or losses does not appear to meet this requirement.

Response

We have historically believed that the table presentation on pages 32 and 33 along with the narrative disclosure following the table on page 33 sufficiently informs the reader that the difference between Operating Income (Loss), a non-GAAP measure, and Net Income (Loss), the most directly comparable GAAP measure, is attributable to the effects of realized investment gains and losses.  However, in order to respond to the Commission’s comment and clarify the reconciliation between Net Operating Income (Loss) and Net Income (Loss) we propose to modify the Financial Highlights table on page 32 to add the sections entitled, “Realized Investment Gains (Losses), net of tax".  The revised table will read as follows:

Financial Highlights

% Change

2012

2011

Years Ended December 31:

2012

2011

2010

vs. 2011

vs. 2010

Operating Revenues:

Excluding run-off business

$

4,474.9

$

3,965.3

$

3,317.0

12.9 %

19.5 %

RFIG run-off business

447.3

564.6

676.5

(20.8)

(16.5)

Total

$

4,922.2

$

4,529.9

$

3,993.5

8.7 %

13.4 %

Net Operating Income (Loss):

Excluding run-off business

$

231.0

$

257.5

$

218.9

(10.3)%

17.7 %

RFIG run-off business

(330.8

)

(476.1

)

(259.5

)

30.5

(83.4)

Total

(99.7

)

(218.5

)

(40.6

)

54.3

N/M

Realized Investment

Gains (Losses), net of tax

31.1

78.0

70.8

(60.2)

10.2

Net Income (Loss)

$

(68.6

)

$

(140.5

)

$

30.1

51.1 %

N/M

Components of Net Income (Loss):

Excluding run-off business

$

253.1

$

280.5

$

261.6

(9.8)%

7.2%

RFIG run-off business

(321.8

)

(421.1

)

(231.4

)

23.6

(81.9)

Total

$

(68.6

)

$

(140.5

)

$

30.1

51.1 %

N/M

Diluted Earnings Per Share:

Net Operating Income (Loss)

Excluding run-off business

$

0.90

$

1.01

$

0.92

(10.9)%

9.8 %

RFIG run-off business

(1.29

)

(1.87

)

(1.08

)

31.0

(73.1)

Total

(0.39

)

(0.86

)

(0.16

)

54.7

N/M

Realized Investment

Gains (Losses), net of tax

0.12

0.31

0.29

(61.3)

6.9

Net Income (Loss)

$

(0.27

)

$

(0.55

)

$

0.13

50.9%

N/M

Components of Net Income (Loss):

Excluding run-off business

$

0.99

$

1.10

$

1.09

(10.0)%

0.9%

RFIG run-off business

(1.26

)

(1.65

)

(0.96

)

23.6

(71.9)

Total

$

(0.27

)

$

(0.55

)

$

0.13

50.9%

N/M

Cash Dividends Per Share

$

0.71

$

0.70

$

0.69

1.4 %

1.4 %

Ending Book Value Per Share

$

14.03

$

14.76

$

16.16

(4.9)%

(8.7)%

N/M = Not Meaningful

We intend to make any proposed revisions to disclosures as noted herein on a prospective basis beginning with the Company’s June 30, 2013 Form 10-Q and the 2013 Form 10-K.

Notes to Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

(s) Regulatory Matters, page 87

2.

Please provide us proposed disclosure to be included in future filings that states the amount of statutory capital and surplus necessary to satisfy regulatory requirements, if significant in relation to the entity’s statutory capital and surplus, or state that such amount is not significant.  Refer to ASC 944-505-1b.

Response

In response to the Commission’s comment we will modify our footnote disclosures to read as follows (underline indicates additions, strikeouts represent deletions):

2

Note 1 (a) Accounting Principles - The Company's insurance subsidiaries are managed pursuant to the laws and regulations of the various states in which they operate. As a result, the subsidiaries operate and maintain their accounts in conformity with accounting practices prescribed or permitted by various states' insurance regulatory authorities. Federal income taxes and dividends to shareholders are based on financial statements and reports complying with such practices. The statutory accounting requirements vary from the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP") in the following major respects: (1) the costs of selling insurance policies are charged to operations immediately, while the related premiums are taken into income over the terms of the policies; (2) investments in fixed maturity securities designated as available for sale are generally carried at amortized cost rather than their estimated fair value; (3) certain assets classified as "non-admitted assets" are excluded from the balance sheet through a direct charge to earned surplus; (4) changes in allowed deferred income tax assets or liabilities are recorded directly in earned surplus and not through the income statement; (5) mortgage guaranty contingency reserves intended to provide for future catastrophic losses are established as a liability through a charge to earned surplus whereas, GAAP does not allow provisions for future catastrophic losses; (6) title insurance premium reserves, which are intended to cover losses that will be reported at a future date are based on statutory formulas, and changes therein are charged in the income statement against each year's premiums written; (7) certain required formula-derived reserves for general insurance in particular are established for claim reserves in excess of amounts considered adequate by the Company as well as for credits taken relative to reinsurance placed with other insurance companies not licensed in the respective states, all of which are charged directly against earned surplus; (8) surplus notes are classified as equity; and (9) the mortgage guaranty deferred payment obligation ("DPO") retained in claim reserves is classified as an admissible asset and as a component of policyholder surplus pursuant to a permitted practice of the NCDOI. In consolidating the statutory financial statements of its insurance subsidiaries, the Company has therefore made necessary adjustments to conform their accounts with GAAP. The following table reflects a summary of all such adjustments:

Shareholders' Equity

Net Income (Loss)

December 31,

Years Ended December 31,

2012

2011

2012

2011

2010

Statutory totals of insurance

company subsidiaries(b):

General

$

2,905.9

$

2,849.7

$

225.5

$

292.5

$

255.6

(a)

Title

358.1

236.6

70.3

46.7

14.6

RFIG Run-off

149.2

113.6

(285.0

)

(422.6

)

(196.3

)

Life & Health

71.9

70.1

3.0

4.8

4.3

Sub-total

3,485.1

3,270.0

13.8

(78.6

)

78.2

GAAP totals of non-insurance company

subsidiaries and consolidation adjustments

(111.6

)

140.9

(64.2

)

(38.7

)

(41.2

)

Unadjusted totals

3,374.0

3,411.1

(50.4

)

(117.4

)

36.8

Adjustments to conform to GAAP statements:

Deferred policy acquisition costs

161.7

193.3

(33.3

)

(30.6

)

(19.8

)

Fair value of fixed maturity securities

552.7

468.8

—

—

—

Non-admitted assets

78.2

99.0

—

—

—

Deferred income taxes

(113.9

)

(93.8

)

35.7

73.4

49.8

Mortgage contingency and deferred

      payment obligation reserves

(296.9

)

8.2

—

—

—

Title unearned premiums

390.4

360.4

30.0

14.6

6.7

Loss reserves

(360.7

)

(290.4

)

(70.4

)

(49.6

)

(21.7

)

Surplus notes

(202.5

)

(365.0

)

—

—

—

Sundry adjustments

13.0

(19.5

)

19.4

(30.9

)

(21.6

)

Total adjustments

222.3

361.4

(18.2

)

(23.1

)

(6.6

)

Consolidated GAAP totals

$

3,596.2

$

3,772.5

$

(68.6

)

$

(140.5

)

$

30.1

__________

(a)

Includes the effect of PMA Capital Corporation's statutory results from the date of acquisition through year-end, excluding adjustments to conform to Old Republic's accounting policies.

(b)

The Company's General, Title, and Life and Health insurance subsidiaries were in compliance with minimum statutory capital and surplus requirements as of December 31, 2012. Refer to Note 1 (s) Regulatory Matters for a discussion regarding the RFIG Run-off group.

3

The preparation of financial statements in conformity with either statutory practices or GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Note 1 (s) Regulatory Matters - The material increases in mortgage guaranty insurance claims and loss payments that began in 2007 gradually depleted RMIC's statutory capital base and forced it to discontinue writing new business. The insurance laws of 16 jurisdictions, including RMIC and RMICNC’s domiciliary state of North Carolina, require a mortgage insurer to maintain a minimum amount of statutory capital relative to risk in force (or a similar measure) in order to continue to write new business.  The formulations currently allow for a maximum risk-to-capital ratio of 25 to 1, or alternatively stated, a “minimum policyholder position” (“MPP”) of one-twenty-fifth of the total risk in force.  Sixteen states have insurance laws or regulations which require a mortgage insurer to maintain a minimum amount of statutory capital relative to the level of risk in force, the most common measure being a risk to capital ratio of 25 to 1. The failure to maintain the prescribed minimum capital level in a particular state generally requires a mortgage insurer to immediately stop writing new business until it reestablishes the required level of capital or receives a waiver of the requirement from a state's insurance regulatory authority. RMIC breached the minimum capital requirement during the third quarter of 2010. RMIC had previously requested and, subsequently received waivers or forbearance of the minimum policyholder position requirements from the regulatory authorities in substantially all affected states. Following several brief extensions, the waiver from its domiciliary state of North Carolina expired on August 31, 2011, and RMIC and its sister company, Republic Mortgage Insurance Company of North Carolina (RMIC-NC), discontinued writing new business in all states and limited themselves to servicing the run-off of their existing business.

During 2012 the North Carolina Department of Insurance ("NCDOI") issued several orders the ultimate effects of which were:

• To place RMIC and its affiliate, Republic Mortgage Insurance Company of North Carolina ("RMICNC") under NCDOI supervision;

• To approve a Corrective Plan submitted by RMIC pursuant to which all settled claims are to be paid in cash for 60% of the settled amount, with the remaining 40% retained in claim reserves as a Deferred Payment Obligation ("DPO") until a future payment of all or a portion of this 40% is approved by the NCDOI; and

• To execute the DPO-based run-off plan under Old Republic's ownership and NCDOI supervision of RMIC and RMICNC to effect a most economically sound realization of ultimate benefits to policyholders during a sufficiently long future period.

RMIC's evaluation of the potential long-term performance of the run-off book of business is based on various modeling techniques. Of necessity the resulting models take into account actual premium and paid claim experience of prior periods, together with a large number of assumptions and judgments about future outcomes that are highly sensitive to a wide range of estimates. Many of these estimates and underlying assumptions relate to matters over which the Company has no control, including:  1) The conflicted interests, as well as the varying mortgage servicing and foreclosure practices of a large number of insured lending institutions; 2) General economic and industry-specific trends and events; and 3) The evolving or future social and economic policies of the U.S. Government vis-à-vis such critical sectors as the banking, mortgage lending, and housing industries, as well as its policies for resolving the insolvencies and assigning a possible future role to Fannie Mae and Freddie Mac. These matters notwithstanding, RMIC's ten year standard model of forecasted results extending through 2022 continues to reflect ultimate profitability for the book of business. Accordingly, the establishment of a premium deficiency reserve as of December 31, 2012 is unwarranted.

4

The indicated positive outcome of the ten year standard model notwithstanding, it is more likely than not that MI operating results for 2013 and 2014 will be negative. As long as the run-off under NCDOI supervision remains in place, however, the statutory DPO accounting treatment should mitigate the adverse effect of operating losses on the statutory capital balance. In these circumstances, RMIC's and RMICNC's statutory solvency would be retained and the risk of a regulatory receivership action would be averted. In management's opinion, the DPO Plan under NCDOI supervision should be continued for a sufficiently long period of time to achieve the objectives contemplated by the above referenced NCDOI orders.

In light of all the above, the mortgage guaranty run-off will devolve within constraints of Old Republic's currently committed capital resources. As of December 31, 2012, the total statutory capital, inclusive of accumulated DPO reserve funds of $299.5 held in RFIG's mortgage insurance subsidiaries was approximately $132.8, which was $300.4 below the required MPP of $433.2. As of the same date, RFIG's consolidated GAAP capitalization amounted to $(56.6) (or a negative capital contribution of approximately 22 cents per Old Republic common share). Based on the above-noted loss expectations for 2013 and 2014 it is most likely that the RFIG consolidated GAAP capital account will reflect a continuing and increasingly negative balance. Moreover, Old Republic will be required to recognize RFIG's continuing net losses in its consolidated GAAP financial statements so long as it retains a controlling financial interest in RFIG. Under GAAP, the Company would deconsolidate RFIG and restore any accumulated deficit to the consolidated shareholders' equity account at the point in time that it relinquishes control of RFIG. This accounting treatment does not affect the liquidity of the Old Republic parent holding company or that of its separately capitalized and organized insurance companies and their individual abilities to meet their respective obligations.

We will make the underlined changes prospectively in

July 1, 201 3

Via E -mail
Karl W. Mueller
Senior Vice President, Chief Financial Officer, and
Principal Accounting Officer
Old Republic International Corporation
307 North Michigan Avenue
Chicago, I L 60601

 Re: Old Republic International Corporation
 Form 10 -K for the Fiscal Year Ended December 31 , 2012
Filed March 1 , 2013
File No. 001-10607

Dear Mr. Mueller :

We have limited our review of your filing to your financial statements and related
disclosures and do not intend to expand our review to other portions of your document.    In our
comment s, we ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within 10 business d ays by providing the requested
information or by advising us when you will provide the requested response.  If you  do not
believe a commen t applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR u nder the form type label CORRESP that keys your
response s to our comment s.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Management Analysis of Financial Position and Results of Operations
Executive Summary, page 32

1. You use the non -Gaap measure, Net Operating Income (Loss ), which was a loss of $99.7
million in 2012.  Please provide us proposed disclosure to be included in future filings  that
reconciles this non -Gaap measure to t he most directly comparable Gaap measure as required
by Regulation S -K 10(e).  The tabular disclosure on page 34 showing the composition of
realized gains or losses does not appear to meet this requirement.

Karl W. Mueller
Old Republic International Corporation
July 1, 2013
Page 2

 Notes to Consolidated Financial Statements
Note 1 – Summary of Significant Accounting Policies
(s) Regulatory Matters, page 87

2. Please provide us proposed disclosure to be included  in future filings that states  the amount
of statutory capital and surplus necessary to satisfy regulatory requirements, if significant in
relation to the entity’s statutory capital and surplus, or state that such amount is not
significant.  Refer to ASC 944 -505-1b.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filin g include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsibl e for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment s, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the f iling;
 staff comment s or changes to disclosure in response to staff comment s do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comment as a defense in any proceeding initia ted by the
Com mission or any person under the federal securities laws of the United States.

You may contact Tabatha Akins, Staff Accountant, at (202) 551 -3658 or Joel Parker ,
Account ing Branch Chief , at (202) 551 -3651 if you have any questions regarding the
comments.   In this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

  /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

December 20, 2011
 Via E-mail

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, 2010
Filed February 28, 2011 File No. 001-10607

Dear Mr. Mueller:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

 Sincerely,  /s/ Joel Parker

Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

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November 16, 2011

Mr. Joel Parker

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Old Republic International Corporation

Form 10-K, fiscal year ended December 31, 2010

Filed February 28, 2011

File No. 001-10607

Dear Mr. Parker,

We have reviewed the comments on our above referenced filing in your letter dated October 20, 2011.  Old Republic’s response to the Commission’s comments follows.  For ease of review we have repeated the Commission’s comments in bold-faced type followed by our responses.  Underlined and struck-through text reflects revisions to our response dated September 20, 2011 to the Commission’s August 23, 2011 comment letter. The references to “Old Republic”, “the Company”, “Republic Mortgage Insurance Company”, and “RMIC” herein, refer to Old Republic International Corporation and its subsidiaries as the context requires.  We intend to make any proposed revisions to disclosures as noted herein on a prospective basis beginning with the Company’s 2011 Form 10-K.  All dollar amounts referenced in the Company’s response are presented in millions, except per share data.

Notes to Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

(h) – Losses, Claims and Settlement Expenses, page 70

Comment:

1.

Refer to your responses to our comments three, four and five.  Refer to the table on page 70.  We acknowledge the Table you provided in your response letter that shows “the estimated effects of coverage rescissions and claim denials on loss reserves and paid and incurred losses.”  Please provide us proposed disclosure to be included in future filings that addresses the following:

·

The table in your response letter contains a line item titled “Estimated rescission reduction (increase) in losses incurred” of $178.3 million and $1,601.4 million for years 2010 and 2009 respectively.  Quantify and disclose the amount of this item that is included in “Benefits, claims and settlement expenses” on your Consolidated Statements of Income for each year presented.  Further disclose what individual line items these amounts impact on the table on page 70 of your Form 10-K and the amount included in each line item identified for all periods presented.

·

The table in your response letter contains a line item titled “Estimated rescission reduction in paid claims” of $748.8 million and $719.5 million for years 2010 and 2009 respectively.  Quantify and disclose the amount of this item that is included in “Benefits, claims and settlement expenses” on your Consolidated Statements of Income for each year presented.

·

To the extent that significant amounts are included in the line item “change in provision for insured events of prior years” on the table on page 70, disclose the reasons why your rescission estimates were significantly overstated/understated and discuss your assessment of the trend for years 2011 and beyond.

·

Address how you considered your ongoing litigation and arbitration proceedings with, for example, Bank of America, Countrywide and Chase Bank in estimating your rescission reduction reserve at December 31, 2010 and for future period estimates.

Response:

To respond to the Commission’s comments, we propose to replace footnote 1(h), Losses, Claims and Settlement Expenses – Mortgage Guaranty on page 69 of the 2010 Form 10-K with the following disclosure:

“Mortgage guaranty insurance reserves for unpaid claims and claim adjustment expenses are recognized only upon an instance of default, defined as an insured mortgage loan for which two or more consecutive monthly payments have been missed. Loss reserves are based on statistical calculations that take into account the number of reported insured mortgage loan defaults as of each balance sheet date, as well as experience-based estimates of loan defaults that have occurred but have not as yet been reported ("IBNR"). Further, the loss reserve estimating process takes into account a large number of variables including trends in claim severity, potential salvage recoveries, expected cure rates for reported loan delinquencies at various stages of default, the level of coverage rescissions and claims denials due to material misrepresentation in key underwriting information or non-compliance with prescribed underwriting guidelines, and management judgments relative to future employment levels, housing market activity, and mortgage loan interest costs, demand, and extensions.

Historically coverage rescissions and claims denials resulting from material misrepresentation in key underwriting information or non-compliance with terms of the master policy have not been material. Since 2008, however, in response to the significant increase in fraud and misrepresentation, the Company has incorporated into its reserving methodology certain assumptions regarding the expected levels of coverage rescissions and claim denials. Such estimates, which are evaluated as of each balance sheet date, are based on management’s judgments relative to the level of expected coverage rescissions and claim denials on loans that are in default as of each balance sheet date taking into account observed trends in rescission and claim denial rates. On-going litigation and arbitration proceedings with respect to previously rescinded or denied claims are not considered in the establishment of reserves for estimated losses, claims and settlement expenses.

 2

The table below shows the estimated impact coverage rescissions and claim denials have had on reported benefits, claims and settlement expenses, loss reserves and paid claims and reserves for losses, claims and settlement expenses: incurred losses.

2011

2010

2009

Estimated rescission reduction in beginning reserve

$

710.5

$

1,712.4

$

830.5

Estimated rescission reduction (increase) in

total losses incurred claims and settlement expenses

178.3

1,601.4

Estimated rescission reduction in paid claims

(748.8)

(719.5)

Estimated reduction related to pool insurance terminations

(431.4)

-

Estimated rescission reduction in ending reserve

$

$

710.5

$

1,712.4

The estimated reduction in carried loss reserves is based on management’s judgments relative to the level of expected coverage rescissions and claim denials on loans that are in default as of each balance sheet date.  The reduced benefit to incurred losses and decline in ending reserves from 2009 through 2010 attributable to rescission and claim denials is due to lower estimates of defaulted loans for which coverage is to be rescinded or denied, a trend that is expected to continue in the near term until such time that rescission and claim denial rates return to historical norms. Variances between the ultimate actual rescission and claim denial rate are inherently reflected in the periods during which they occur and may result in incurred losses that are greater than or less than originally estimated.

Claims not paid by virtue of rescission or denial represent the Company’s estimated contractual risk, before consideration of the impacts of any reinsurance and deductibles or aggregate loss limits, on cases that are settled by the issuance of a rescission or denial notification. In 2010 the release of the estimated rescissions and claim denials of $431.4 relates to certain pool insurance contracts which were terminated during the year.”

We also propose to modify the table and corresponding footnote (a) on page 70 in the 2010 Form 10-K.  Additionally, we intend to insert a new footnote (b); the existing footnotes (b) and (c) will be relabeled (d) and (e).  The proposed modified disclosures are as follows:

 3

“The following table shows an analysis of changes in aggregate reserves for the Company's losses, claims and settlement expenses for each of the years shown:

Years Ended December 31:

2011

2010

2009

Gross reserves at beginning of year

$

$

7,915.0

$

7,241.3

Less: reinsurance losses recoverable

2,316.5

2,227.0

Net reserves at beginning of year:

General Insurance

3,334.2

3,326.9

Mortgage Guaranty (a)

1,965.4

1,382.6

Title Insurance

277.1

282.4

Other

21.5

22.2

Sub-total

5,598.5

5,014.2

Net reserves acquired pursuant to PMA merger (d)

643.2

-

Incurred claims and claim adjustment expenses:

Provisions for insured events of the current year:

General Insurance

1,426.3

1,409.2

Mortgage Guaranty (a)

781.4

1,284.0

Title Insurance

83.4

63.6

Other

44.4

36.4

Sub-total

2,335.6

2,793.3

Change in provision for insured events of prior years:

General Insurance

(76.6)

(56.8)

Mortgage Guaranty (a)

(15.2)

(149.9)

Title Insurance

13.4

6.7

Other

(3.2)

(1.3)

Sub-total

(81.5)

(201.3)

Total incurred claims and

claim adjustment expenses (a)

2,254.1

2,592.0

Total increase

2,897.3

2,592.0

Payments:

Claims and claim adjustment expenses attributable to

   insured events of the current year:

General Insurance

593.2

498.6

Mortgage Guaranty (b)

52.3

7.8

Title Insurance

7.2

7.1

Other

33.0

25.8

Sub-total

685.9

539.3

Claims and claim adjustment expenses attributable to

   insured events of prior years:

General Insurance

805.8

846.4

Mortgage Guaranty (b)

1,056.1

543.5

Title Insurance

68.7

68.5

Other

9.6

9.9

Sub-total

1,940.4

1,468.3

Total payments (b)

2,626.4

2,007.7

Amount of reserves for unpaid claims and claim adjustment

expenses at the end of each year, net of reinsurance

losses recoverable: (c)

General Insurance

3,928.1

3,334.3

Mortgage Guaranty

1,623.0

1,965.4

Title Insurance

298.0

277.1

Other

20.0

21.5

Sub-total

5,869.3

5,598.5

Reinsurance losses recoverable

2,945.3

2,316.5

Gross reserves at end of year

$

$

8,814.6

$

7,915.0

 4

(a)

In common with all other insurance lines, mortgage guaranty paid and incurred claim and claim adjustment expenses include only those costs actually or expected to be paid by the Company. Changes in mortgage guaranty aggregate case, IBNR, and loss adjustment expense reserves shown in the following table and entering into the determination of incurred claim costs, take into account, among a large number of variables, claim cost reductions for anticipated coverage rescissions and claims denials. The favorable reserve development of $149.9 in 2009 for prior years’ mortgage guaranty incurred claim provisions resulted mostly from greater than originally estimated coverage rescissions and claim denials on loans in default at the prior year end balance sheet date.”

The provision for insured events of the current year was reduced by an estimated $                 , $394.2 and $1,088.0, respectively, for 2011, 2010 and 2009 as a result of actual and anticipated rescissions and claim denials.

The provision for insured events of prior years in 2011, 2010 and 2009 was increased (decreased) by an estimated $                  ,  $215.8 and ($513.4), respectively, as a result of  actual  rescission and claim denial activity or revisions in assumptions regarding expected rescission or denial rates on  outstanding prior year delinquencies.  These changes were offset to varying degrees by differences between actual claim settlements relative to expected experience and by subsequent revisions to assumptions in regards to claim frequency, severity or levels of associated claim settlement costs which result from consideration of underlying trends and expectations.

(b)

Rescissions reduced the Company’s paid losses by an estimated $        , $748.8, and $719.5 for 2011, 2010, and 2009, respectively.

*******

We trust that the discussion above is responsive to the Commission’s comments.  Please feel free to contact me at (312) 762-4229 if you have any comments or questions.

Very truly yours,

/s/ Karl W. Mueller

Karl W. Mueller

Senior Vice President, Chief Financial Officer, and

Principal Accounting Officer

cc:  A.C. Zucaro,

Chairman and Chief Executive Officer, ORI

5

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November 2, 2011

Mr. Joel Parker

Accounting Branch Chief

United States Securities and

 Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

RE:         Old Republic International Corporation

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed February 28, 2011

File No. 001-10607

Dear Mr. Parker:

We have received your letter of October 20, 2011 and acknowledge your request that we respond within ten business days to the inquiries and directions cited in the letter.  Due to the timing of the Commission’s letter our resources have been directed to the preparation of and timely filing of the Company’s Form 10-Q for the quarterly period ended September 30, 2011.  Accordingly, we ask for your forbearance and allow us an additional ten business days to comply with the Commission’s request.

Sincerely,

/s/ Karl W. Mueller

Karl W. Mueller

Senior Vice President and Chief Financial Officer

cc:           James Peklenk,

 Staff Accountant, SEC

Lisa Vanjoske,

 Assistant Chief Accountant, SEC

A. C. Zucaro,

 Chairman and Chief Executive Officer, ORI

Chris Nard,

 President, ORI

October 20, 2011
 Via E-mail

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, 2010
Filed February 28, 2011 File No. 001-10607

Dear Mr. Mueller:
We have reviewed your September 20, 2011 response to our August 23, 2011 letter and
have the following comment.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe the comment applies to your facts a nd circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your responses to our comment.
 After reviewing the information provided, we may have additional comments and/or
request that you amend your filing.

Notes to Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies
 (h) – Losses, Claims and Settlement Expenses, page 70

1. Refer to your responses to our comments three,  four and five. Refer to the table on page
70.  We acknowledge the Table you provided in  your response lette r that shows “the
estimated effects of coverage rescissions and claim denials on loss reserves and paid and
incurred losses.”  Please provide us proposed disclosure to be incl uded in future filings
that addresses the following:
 The table in your response letter contains a line item titled “Estimated rescission
reduction (increase) in losses incurred” of $178.3 million and $1,601.4 million for
years 2010 and 2009 respectively.  Quantify and di sclose the amount of this item that

Karl W. Mueller
Old Republic International Corporation October 20, 2011 Page 2

 is included in “Benefits, claims and sett lement expenses” on your Consolidated
Statements of Income for each year presen ted.  Further disclose what individual line
items these amounts impact on the table on page 70 of your Form 10-K and the amount included in each line item iden tified for all periods presented.

 The table in your response letter contains a line item titled “Estimated rescission
reduction in paid claims” of $748.8 mill ion and $719.5 million for years 2010 and
2009 respectively.  Quantify and disclose the amount of this  item that is included in
“Benefits, claims and settlement expenses” on your Consolidated Statements of Income for each year presented.

 To the extent that significant amounts are included in the line item “change in
provision for insured events of prior year s” on the  table on page 70, disclose the
reasons why your rescission estimates were  significantly overstated/understated and
discuss your assessment of the trend for years 2011 and beyond.

 Address how you considered your ongoing li tigation and arbitration proceedings
with, for example, Bank of America, Count rywide and Chase Bank in estimating your
rescission reduction reserve at December 31, 2010 and for future period estimates.
 Please contact James Peklenk, Staff Accountan t, at (202) 551-3661 or Lisa Vanjoske,
Assistant Chief Accountant, at (202) 551-3614 if you have an y questions regarding the
comments.  In this regard, do not hes itate to contact me at (202) 551-3651.

Sincerely,  /s/ Joel Parker  Joel Parker Accounting Branch Chief

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September 20, 2011

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Old Republic International Corporation

Form 10-K, fiscal year ended December 31, 2010

Filed February 28, 2011

File No. 001-10607

Dear Mr. Rosenberg,

We have reviewed the comments on our above referenced filing in your letter dated August 23, 2011.  Our Company’s response to the Commission’s comments follows.  The references to “Old Republic”, “the Company”, “Republic Mortgage Insurance Company”, and “RMIC” herein, refer to Old Republic International Corporation and its subsidiaries as the context requires.  All dollar amounts referenced in the Company’s response are presented in millions, except per share data.

General

Risk Factors

Fewer Coverage Rescissions, page 22

Comment 1

You state that “The Company’s mortgage insurance policy provisions permit it to rescind coverage whenever it finds evidence that a mortgage loan did not qualify for insurance coverage in the first instance, or that a material misrepresentation had been made in the loan application by the borrower, or the lender, and/or its agent.”  You further disclose (page 70) that “Claims not paid by virtue of coverage rescissions and claims denials amounted to $748.8 million, $719.5 million and $211.0 million for 2010, 2009, and 2008, respectively.”  Please provide us proposed disclosures to be included in MD&A under Results of Operations – Overview of Loss Reserving Process – Mortgage guarantee on page 52 in future filings that address the following:

·

Disclose, if true, that it is your legal right to unilaterally rescind coverage on your mortgage insurance policies as if such coverage never existed, and disclose the conditions that must be met in order for this right to be exercised.

·

Disclose how, as an operational matter, the rescission and claim denials work.  For example, after you have determined the loan did not qualify for insurance coverage or origination documents and information you received and relied upon included material misrepresentations, do you immediately send a letter to the lender notifying them of the rescission and refund premium related to that policy?

·

Disclose how you determine claims not paid by virtue of coverage rescissions and claims denials as discussed in note (a) to the table on page 70 and its relationship to the reserves you accrued. For example, are reserves reduced when you officially communicate the rescission to the lender, or after all lender appeals are considered?

·

Disclose whether the insured has a contractual right to appeal the rescission or claim denial and describe the process, timing of reinstating rescinded policies and at what point you deem a rescission is resolved.

·

Disclose whether you have sought or are planning to seek recoveries from the beneficiaries of your mortgage insurance policies for previously paid claims.  If so, please disclosure how you are accounting for such recoveries and tell us the supporting GAAP literature.

Response

In order to respond to the Commission’s comment and clarify the Company’s disclosures regarding coverage rescission and claim denial activity we propose to add the following disclosure to the 2011 MD&A under Results of Operations – Overview of the Loss Reserving Process – Mortgage Guaranty:

“The Company has the legal right to rescind mortgage insurance coverage unilaterally as expressly stated in its policy.  Moreover, the two federal courts to have recently considered that policy wording have each affirmed that right (See First Tennessee Bank N.A. v. Republic Mortg. Ins. Co., Case No. 2:10-cv-02513-JPM-cgc (W.D. Tenn., Feb. 25, 2011) and JPMorgan Chase Bank N.A. v. Republic Mortg. Ins. Co., Civil Action No. 10-06141 (SRC) (D. NJ, May 4, 2011), each decision citing supporting state law legal precedent).  RMIC’s mortgage insurance policy provides that the insured represents that all statements made and information provided to it in an application for coverage for a loan, without regard to who made the statements or provided the information, have been made and presented for and on behalf of the insured; and that such statements and information are neither false nor misleading in any material respect, nor omit any fact necessary to make such statements and information not false or misleading in any material respect.  According to the policy, if any of those representations are materially false or misleading with respect to a loan, the Company has the right to cancel or rescind coverage for that loan retroactively to commencement of the coverage.

Where the Company determines that an application contains a material misrepresentation, it either advises the insured in writing of its findings prior to rescinding coverage  or exercises its unilateral right to rescind coverage for that loan, stating the reasons for that action in writing and returning the applicable premium.

The rescission of coverage in instances of materially faulty representations or warranties provided in applications for insurance is a necessary and prevailing practice throughout the insurance industry.  In the case of mortgage guaranty insurance, rescissions have occurred regularly over the years but have been generally immaterial.  Since 2008, however, the Company has experienced a much greater incidence of rescissions due to increased levels of observed fraud and misrepresentations in insurance applications pertaining to business underwritten between 2004 and the early part of 2008.  As a result, the Company has of necessity incorporated estimates of expected levels of coverage rescissions and claim denials in its reserving methodology since 2008.  Such estimates are evaluated at each balance sheet date and take into account observed trends in rescission and denial rates.

2

The table below shows the estimated effects of coverage rescissions and claim denials on loss reserves and paid and incurred losses.

2011

2010

2009

Estimated rescission reduction in beginning reserve

$

710.5

$

1,712.4

$

830.5

Estimated rescission reduction (increase) in losses incurred

178.3

1,601.4

Estimated rescission reduction in paid claims

(748.8)

(719.5)

Estimated reduction related to pool insurance terminations

(431.4)

-

Estimated rescission reduction in ending reserve

$

$

710.5

$

1,712.4

The estimated reduction in carried loss reserves is based on management’s judgments relative to the level of expected coverage rescissions and claim denials on loans that are in default as of each balance sheet date.  The reduced benefit to incurred losses and decline in ending reserves from 2009 through 2010 attributable to rescission and claim denials is due to lower estimates of defaulted loans for which coverage is  likely to be rescinded or denied.  Variances between the ultimate actual rescission and claim denial rate are inherently reflected in the periods during which they occur.

Claims not paid by virtue of rescission or denial represent the Company’s estimated contractual risk, before consideration of the impacts of any reinsurance and deductibles or aggregate loss limits, on cases that are settled by the issuance of a rescission or denial notification. In 2010, the above noted release of the estimated rescissions and claim denials of $431.4 relates to certain pool insurance contracts which were terminated during the year.

Although the insured has no right under the policy to appeal, if  the  insured, at any time, contests in writing the Company’s findings or action with respect to a loan or a claim, the Company considers any additional information supplied by the insured.  This consideration may lead to further investigation, retraction or confirmation of the initial determination.  If the Company concludes that it will reinstate coverage, it advises the insured in writing that it will do so immediately upon receipt of the premium previously returned. Reserves are not adjusted for potential reversals of rescissions or adverse rulings for loans under dispute since such reversals of claim rescissions and denials have historically been immaterial to the reserve estimation process.

There is currently a single instance in which the Company seeks to recover from an insured for previously paid claims.  In its counterclaim in the pending arbitration with Countrywide (Countrywide Fin’l Corp. v. Republic Mortg. Ins. Co., Case No. 72 195 Y 0011510 (AAA).  The Countrywide parties are Countrywide Financial Corporation, Countrywide Home Loans, Inc., Bank of America, N.A., in its own capacity and as successor by merger of BAC Home Loan Servicing L.P.), RMIC is seeking to rescind a June 2006 amendment to a mortgage insurance policy that it contends was fraudulently induced by Countrywide.  The amendment made coverage for a loan immediately incontestable for borrower misrepresentation.  The Company seeks a declaration that the amendment is null and void and to recover the claim amounts totaling at least $26.6  that it paid notwithstanding the existence of borrower misrepresentations that otherwise would have supported a rescission of coverage for those loans.  The Company does not anticipate recoveries from previously paid claims in its reserving process until such time as a recovery is deemed probable and the amount can be reasonably estimated.”

3

Notes to Consolidated Financial Statements

Note 1:  Summary of Significant Accounting Policies

(d) – Investments, page 63

Comment 2

Tell us how your presentation of other-than-temporary impairment losses on the statement of income complies with ASC 320-10-45-8A and 320-10-55-21A.

Response

ASC 320-10-45-8A states that “in periods in which an entity determines that a security’s decline in fair value below its amortized cost basis is other than temporary, the entity shall present the total other-than-temporary impairment in the statement of earnings with an offset for the amount of total other-than-temporary impairment that is recognized in other comprehensive income…, if any.”  ASC 320-10-55-21A illustrates the application of this guidance.

The Company’s other-than-temporary-impairment (OTTI) losses are presented within a single line item on the consolidated statements of income.  This single line item presentation has been adopted in all periods presented since 100% of the OTTI losses were recognized in the statements of income and no offset applied for amounts recognized in other comprehensive income.

(h) – Losses, Claims and Settlement Expenses, page 70

Comment 3

Refer to the table on page 70.  It is not clear to us what is included in “Incurred claims and claim adjustment expenses” for mortgage guaranty.  For example, regarding the “change in provision for insured events of prior years” for mortgage guaranty in 2010, 2009 and 2008, footnote (a) would appear to infer that included in this line item is $1,001.9 million, ($881.9) million and ($830.5) million for the years ended December 31, 2010, 2009 and 2008 due to the effect of changes in anticipated coverage rescissions and claims denials.  In this regard, if this is not the case, provide us proposed disclosure to be included in future filings as to where in the three lines denoted with an (a) in the table the amounts of $1,001.9 million, ($881.9) million and ($830.5) million in 2010, 2009 and 2008, respectively, in footnote (a) are included.  If it is the case that these amounts are included in the line item “change in provision for insured events of prior years.” Tell us:

·

What caused changes of this magnitude;

·

What other changes are included in each period.  For example, if $1,001.9 million increase is included in the ($15.2) million in 2010, what is the remainder of ($1,017.1) million decrease and what caused these changes.

Further, with respect to amounts due to the effect of changes in anticipated coverage rescissions and claims denials, please tell us why it is appropriate under GAAP to increase (reduce) your loss reserves by estimating rescissions and claims denials.  In addition, please provide us proposed disclosure to be included in future filings that addresses the following:

·

How you determine your estimates of rescissions and claims denials.

·

Whether your reserve estimate includes an assumption for reinstatement of previously rescinded policies, and if not, your basis for not including such an assumption.  If included, please quantify the amounts for the periods presented.

·

Address how you considered your ongoing litigation and arbitration proceedings with, for example, Bank of America, Countrywide and Chase Bank.

4

Response

ASC 944-40, “Unpaid Claim Costs” states: “A liability for unpaid claim costs relating to insurance contracts, other than title insurance contracts, shall be accrued when insured events occur. This amount shall include an estimate of costs relating to claims incurred but not reported. The liability for unpaid claims shall be based on the estimated ultimate cost of settling the claims.”

For each of its lines of insurance, the Company establishes loss reserves at each balance sheet date based on estimates of the ultimate cost of settling valid claims. The reserve setting process encompasses a wide range of variables and management judgments including, among others, anticipated levels of mortgage insurance coverage rescissions and claim denials. Where the Company determines that an application contains a material misrepresentation and rescinds coverage, the estimated cost to settle a claim is limited to investigative costs and the return of premium, both of which are incorporated into the Company’s loss reserving methodology.

To respond to the Commission’s comments, we propose to replace footnote 1(h), Losses, Claims and Settlement Expenses – Mortgage Guaranty  on page 69 of the 2010 Form 10-K with the following disclosure on a prospective basis beginning with the Company’s 2011 Form 10-K:

“Mortgage guaranty insurance reserves for unpaid claims and claim adjustment expenses are recognized only upon an instance of default, defined as an insured mortgage loan for which two or more consecutive monthly payments have been missed. Loss reserves are based on statistical calculations that take into account the number of reported insured mortgage loan defaults as of each balance sheet date, as well as experience-based estimates of loan defaults that have occurred but have not as yet been reported ("IBNR"). Further, the loss reserve estimating process takes into account a large number of variables including trends in claim severity, potential salvage recoveries, expected cure rates for reported loan delinquencies at various stages of default, the level of coverage rescissions and claims denials due to material misrepresentation in key underwriting information or non-compliance with prescribed underwriting guidelines, and management judgments relative to future employment levels, housing market activity, and mortgage loan interest costs, demand, and extensions.

Historically coverage rescissions and claims denials resulting from material misrepresentation in key underwriting information or non-compliance with terms of the master policy have not been material. Since 2008, however, in response to the significant increase in fraud and misrepresentation, the Company has incorporated into its reserving methodology certain assumptions regarding the expected levels of coverage rescissions and claim denials. Such estimates, which are evaluated as of each balance sheet date, take into account observed trends in rescission and denial rates.

The table below shows the estimated impact coverage rescissions and claim denials have had on loss reserves and paid and incurred losses.

2011

2010

2009

Estimated rescission reduction in beginning reserve

$

710.5

$

1,712.4

$

830.5

Estimated rescission reducti

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September 6, 2011

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

United States Securities and

 Exchange Commission

100 F Street, N.E.

Mail Stop 6010

Washington, D.C.  20549

RE:           Old Republic International Corporation

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed February 28, 2011

File No. 001-10607

Dear Mr. Rosenberg:

We have received your letter of August 23, 2011 and acknowledge your request that we respond within ten (10) business days to the inquiries and directions cited in the letter. We understand that the Commission will allow us an additional ten business days to comply.

Sincerely,

/s/ Karl W. Mueller

Karl W. Mueller

Senior Vice President and Chief Financial Officer

cc:           James Peklenk,

 Staff Accountant, SEC

Lisa Vanjoske,

 Assistant Chief Accountant, SEC

A. C. Zucaro,

 Chairman and Chief Executive Officer, ORI

Chris Nard,

 President, ORI

CORRESP
1
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    secletter.htm

September 1, 2011

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

United States Securities and

   Exchange Commission

100 F Street, N.E.

Mail Stop 6010

Washington, D.C.  20549

RE:         Old Republic International Corporation

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed February 28, 2011

File No. 001-10607

Dear Mr. Rosenberg:

We have received your letter of August 23, 2011 and acknowledge your request that we respond within ten (10) business days to the inquiries and directions cited in the letter. Unfortunately, the pressure of managing our business does not enable us to attend to a response as quickly as required by the Commission.  Accordingly, we ask for your forbearance and allow us an additional ten to 15 business days to comply.  This additional time should be sufficient for us to address fully the Commission’s comments.

Sincerely,

/s/ Karl W. Mueller

Karl W. Mueller

Senior Vice President and Chief Financial Officer

cc:           James Peklenk,

   Staff Accountant, SEC

Lisa Vanjoske,

   Assistant Chief Accountant, SEC

A. C. Zucaro,

   Chairman and Chief Executive Officer, ORI

Chris Nard,

   President, ORI

August 23, 2011
 Via E-mail

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, 2010
Filed February 28, 2011 File No. 001-10607

Dear Mr. Mueller:
We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your document.  In our comments, we ask
you to provide us with information so we may better understa nd your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.

After reviewing the information provided, we may have additional comments and/or
request that you amend your filing.

 Risk Factors

 Fewer Coverage Rescissions, page 22

1. You state that “The Company’ s mortgage insurance policy pr ovisions permit it to rescind
coverage whenever it finds evidence that a mortgage loan did not qualify for insurance
coverage in the first instance, or that a mate rial misrepresentation had been made in the
loan application by the borrower,  or the lender, and/or its ag ent.”  You further disclose
(page 70) that “Claims not pa id by virtue of coverage re scissions and claims denials
amounted to $748.8 million, $719.5 million and $211.0 million for 2010, 2009, and 2008, respectively.”  Please provide us proposed disclosures to be included in MD&A under
Results of Operations – Overview of Loss Reserving Process – Mortgage guarantee on
page 52 in future filings that address the following:

Karl W. Mueller
Old Republic International Corporation August 23, 2011 Page 2

 Disclose, if true, that it is your legal ri ght to unilaterally rescind coverage on your
mortgage insurance policies as if such coverage never existed, and disclose the
conditions that must be met in orde r for this right to be exercised.
 Disclose how, as an operational matter, th e rescission and claim denials work.  For
example, after you have determined the loan did not qualify for insurance coverage or
origination documents and informati on you received and relied upon included
material misrepresentations, do you immedi ately send a letter to  the lender notifying
them of the rescission and refund pr emium related to that policy?
 Disclose how you determine claims not paid  by virtue of covera ge rescissions and
claims denials as discussed in note (a) to the table on page 70 and its relationship to
the reserves you accrued.  For example, ar e reserves reduced when you officially
communicate the rescission to the lender, or  after all lender appeals are considered?
 Disclose whether the insured has a contractual right to a ppeal the rescission or claim
denial and describe the pro cess, timing of reinstating rescinded policies and at what
point you deem a rescission is resolved.
 Disclose whether you have sought or are pl anning to seek recoveries from the
beneficiaries of your mortgage  insurance policies for previ ously paid claims.  If so,
please disclose how you are accounting for su ch recoveries and tell us the supporting
GAAP literature.
Notes to Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies
 (d) – Investments, page 63

2. Tell us how your presentation of other-t han-temporary impairment losses on the
statement of income complies with  ASC 320-10-45-8A and 320-10-55-21A.
 (h) – Losses, Claims and Settlement Expenses, page 70

3. Refer to the table on page 70.  It is not clear to us what is include d in “Incurred claims
and claim adjustment expenses” for mortgage  guaranty.  For example, regarding the
“change in provision for insured events of prior years” for mortgage guaranty in 2010,
2009 and 2008, footnote (a) would appear to in fer that included in this line item is
$1,001.9 million, ($881.9) million and ($830.5) m illion for the years ended December 31,
2010, 2009 and 2008 due to the effect of changes in anticipated covera ge rescissions and
claims denials.  In this regard, if this is not  the case, provide us pr oposed disclosure to be
included in future filings as to where in the th ree lines denoted with an (a) in the table the
amounts of $1,001.9 million, ($881.9) million and ($830.5) million in 2010, 2009 and
2008, respectively, in footnote (a) are included.  If it is the case that these amounts are
included in the line item “change in provision fo r insured events of pr ior years,” tell us:
 What caused changes of this magnitude;

Karl W. Mueller
Old Republic International Corporation August 23, 2011 Page 3

  What other changes are included in each  period.  For example, if $1,001.9 million
increase is included in the ($15.2) milli on in 2010, what is the remainder of
($1,017.1) million decrease and what caused these changes.
Further, with respect to amounts due to the effect of changes in anticipated coverage
rescissions and claims deni als, please tell us why it is appropriate under GAAP to
increase (reduce) your loss reserves by estim ating rescissions and claims denials. In
addition, please provide us proposed disclosure to be in cluded in future filings that
addresses the following:
 How you determine your estimates of rescissions and claims denials.
 Whether your reserve estimate includes an assumption for reinstatement of previously
rescinded policies, and if not, your basis for not includi ng such an assumption.  If
included, please quantify the amoun ts for the periods presented.
 Address how you considered your ongoing li tigation and arbitration proceedings
with, for example, Bank of America, Countrywide and Chase Bank.
4. Please provide us a break out of the line it ems “Provisions for insured events of the
current year” and “Change in provision for insu red events of prior ye ars” in the table on
page 70 for your Mortgage Guaranty segment for each period presented.  The break out should include amounts attributable to the fo llowing, as applicable, for each of the line
items:
 Mortgage loan defaults;
 Rescissions and claims denials; and
 Reinstatement of rescissions and claims denials.

5. Tell us how you account for claims not paid by vi rtue of coverage rescissions and claims
denials which amounted to $748.8 milli on, $719.5 million and $211.0 million for 2010,
2009, and 2008, respectively, that you discuss in footnote (a) to the table on page 70.

(j) – Income Taxes, page 71

6. Please tell us why “Other items-net” in the table to should not be disaggregated in 2010.
Refer to Rule 4-08(h)  of Regulation S-X.
 (m) – Goodwill and Intangible Assets, page 73

7. Provide proposed disclosure to be include d in future filings required by ASC 350-20-50-1
including goodwill for each reportable segment.

8. You state on page 22 that “It is likely that  the Company’s mortgage insurance segment
will continue to incur material losses…”  Fu rther, your market capitalization appears to
be materially less than your total Sharehol ders’ Equity at December 31, 2010 and June
30, 2011.  Please address the following:

Karl W. Mueller
Old Republic International Corporation August 23, 2011 Page 4

  For reporting units in which the estimated fair  value is not substantially in excess of
the carrying amount and therefor e are at risk of failing step one of the impairment
test, please provide us proposed disclosure to be included in  future filings addressing
the following:
o Percentage by which fair value exceeded carrying value as of the date of the
most recent test;
o Amount of goodwill allocated to each reporting unit;
o Description of how the key assumptions  in the impairment analysis were
determined;
o Discussion of the degree of uncertainty  associated with the key assumptions.
The discussion regarding uncertainty s hould provide specifics to the extent
possible (e.g., the valuat ion model assumes recovery from a business
downturn within a defined period of time); and
o Description of potential events and/or changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.

 If you believe that material goodwill does not ex ist at reporting units th at are at risk of
failing step one or that no reporting units are at risk, please provide us proposed
disclosure of this information to  be included in future filings.

 Tell us how you consider your market capita lization in assessing the reasonableness
of the fair values estimated for your reporting units in your goodwill test.  Please provide us with a summary that compares your  market capitalization to the sum of the
fair values of your reporting units and tell  us how it supports your conclusion that all
reporting units’ fair value exceeds book value.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Karl W. Mueller
Old Republic International Corporation August 23, 2011 Page 5

 Please contact James Peklenk, Staff Accountan t, at (202) 551-3661 or Lisa Vanjoske,
Assistant Chief Accountant, at (202) 551-3614 if you have an y questions regarding the
comments.  In this regard, do not hes itate to contact me at (202) 551-3679.

Sincerely,  /s/ Jim B. Rosenberg  Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail

         July 16 , 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 Corpor ation
 Form 10 -K for the Fiscal Year Ended December 31, 200 9
 Filed March 1, 2010
 Definitive Proxy Statement on Schedule 14A
 Filed April 13, 2010
 File Number:  001-10607

Dear M r. Mueller :

We have completed our review of your filings  and do not have any further
comments at t his time.

        Sincerely,

        Jeffrey P. Riedler
        Assistant Director

CORRESP
1
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    secletter070710.htm

July 7, 2010

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention:  Mr. Jeffrey P. Riedler

                    Assistant Director

Re:          Old Republic International Corporation

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 1, 2010

Definitive Proxy Statement on Schedule 14A

Filed April 13, 2010

File Number: 001-14471

Dear Mr. Riedler:

Old Republic International Corporation (“ORI”, “we”, “us”, “our”) herein respond to the written comments letter dated

 June 24, 2010 we received from the Staff of the Securities and Exchange Commission (the “Staff”) with respect to ORI’s Form 10-K

 for the Fiscal Year Ended December 31, 2009 and Definitive Proxy Statement on Schedule 14A filed on April 13, 2010.

For the Staff’s convenience we have set forth the Staff’s comment immediately preceding our response, in the numbered

 order appearing in the Staff’s letter.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion & Analysis, page 14

1.

We note in your disclosure that you have not set any targets or conditions that the achievement of which results in a

compensation award.  However, Section 7.2 of your 2006 Amended and Restated Incentive Plan lists numerous

objective performance goals that must be achieved at a certain threshold before performance awards can be made.

We recognize that your disclosure states that your overall financial performance reflects the compensation payments

made to your executive officers and employees but it does not cite to any specific objective criteria that needed to be

met.  Please clarify how your compensation process functions in accordance with the above-referenced provision of

your compensation Incentive Plan.  To the extent that the issuances pursuant to the Plan were dependent on meeting

threshold performance measures, these thresholds should be disclosed.  Additionally, explain how the amount of

award to each named executive officer was determined.

Securities and Exchange Commission                               July 7, 2010

The Company respectfully acknowledges the Staff’s comment and advises the Staff that, as administered by our

Compensation Committee, the performance criteria set forth in Section 7.2 of our 2006 Amended and Restated

Incentive Plan (the “Plan”) are only guidelines to be considered and given whatever weight the Compensation

Committee may choose to give, or not to give the criteria.  The Compensation Committee’s judgment is entirely

subjective and takes into consideration the recommendations of the Company’s Chief Executive Officer and other

senior managers.  While the overall pool for any one year’s awards is calculated pursuant to certain metrics such

as return on equity and annual or consecutive years’ increase in earnings, individual awards granted under the

Plan are not the result of any formulas or the attainment of specific threshold performance measures.  The amounts

awarded to the named executive officers for the year ended December 31, 2009 can only be explained as the subjective

judgments of the Compensation Committee, taking into consideration the comments and recommendations of the

Company’s Chief Executive Officer and considering the various criteria set forth in Section 7.2 of the Plan.  This

subjectivity is further underlined by the fact that the Old Republic International, Mortgage Guaranty and Title incentive

plans were inoperative for 2007 to 2009 since these companies either lost money or performed very poorly.

2.

Please describe the criteria and/or factors the Committee considered when making deferred compensation.

There are no separate criteria or factors considered with respect to deferred compensation awards, as they are inherently

part of all key employee performance awards.  For awards in excess of $25,000, the first $25,000 is paid in cash, as well

as 50% of any excess.  The remaining 50% becomes the deferred portion of the award.  For 2007 to 2009 the only award

to a named executive subject to deferral was granted to R. Scott Rager whose subjective compensation is largely based

on the results achieved by Old Republic’s General Insurance business.

- 2 -

Securities and Exchange Commission                               July 7, 2010

3.

We note your disclosure in response to Item 402(s) of Regulation S-K.  Please describe the process you undertook

 to reach the conclusion that disclosure is not necessary.

Our senior management and Compensation Committee conducted an assessment of the risk associated with our

compensation policies and practices.  Our assessment reviewed all of our compensation and incentive compensation

plans and particularly those under which an employee might be able, or tempted to influence the amount of his or

her compensation, as well as those plans that principally benefit our senior executives.  We also identified features

which we felt might encourage excessive or imprudent risk taking and identified the types of business risks potentially

present, as well as factors which, in our view, mitigated these risks.

On balance, we believe our compensation arrangements do not encourage excessive or imprudent risk taking of a

material nature.  Ours is a balanced and diverse compensation structure designed to reflect our philosophy of managing

for the long run and links most of our incentive compensation to our long-term performance.  We annually benchmark

our compensation programs and overall levels of compensation with those of our peer group of companies.  Our

Compensation Committee, consisting entirely of independent directors, oversees our compensation policies and

practices and is responsible for reviewing and approving executive compensation and annual incentive compensation

for senior management employees.  Our internal controls and disclosure controls and procedures, together with our

standards of ethics and business conduct all support our compensation goals and work to mitigate compensation risk.

Based on the assessment described above, we have concluded that the risks associated with our compensation policies

and practices are not reasonably likely to have a material adverse effect on the Company.  We have reviewed our

assessments and conclusions with our Compensation Committee.

- 3 -

Securities and Exchange Commission                               July 7, 2010

The Company acknowledges that:  (1) it is responsible for the adequacy and accuracy of the disclosures in its filings;

(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking

any action with respect to the filings; and (3) the Company may not assert Staff comments as a defense in any proceeding

initiated by the Commission or any person under federal securities laws of the United States.

If you have any questions or comments with regard to these or other matters, or would like any additional information,

please call the undersigned at 312/762-4223.

           Sincerely,

           /s/ Spencer LeRoy III

           Spencer LeRoy III

- 4 -

Via Facsimile and U.S. Mail

         June 24, 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, 200 9
 Filed March 1, 2010
 Definitive Proxy Statement on Schedule 14A
 Filed April 13, 2010
 File Number:  001-14471

Dear M r. Mueller :

We have reviewed your filing s and your correspondence dated May 25 , 2010 and
we have the following comment s.  In our comment s, we ask you to provide us with
information to better understand your disclosure. The information you provide should
show us what the revised disclosure will look like and identify the annual or quarterly
filing, a s applicable, in which you intend to first 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 review 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 resp ects. We
welcome any questions you may have about our comment s or on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion & Analysis, page 14

1. We note your disclosure that you have not set any targets or conditions that the
achievement of which results in a compensation award. However, Section 7.2 of
your 2006 Amended and Restated Incentive Plan lists numerous objective

Karl W. Mueller
Old Republic International Corporation
June 24 , 2010
Page 2

performance goals that must be achieved at a certain threshold before
performance awards can be made. We recognize that your disclosure states that
your overall financial performance reflects the compensation payments made to
your executive officers and employees but it does not cite to any specific
objective criteria that needed to be met. Please clarify how your compensation
process func tions in accordance with the above -referenced provision of your
Incentive Plan .  To the extent that the issuances pursuant to the Plan were
dependent on meeting threshold performance measures, these thresholds should
be disclosed.  Additionally, explain ho w the amount of award to each named
executive office r was determined.

2. Please describe the criteria and/or factors the Committee considered when making
deferred compensation awards.

3. We note your disclosure in response to Item 402(s) of Regulation S -K. Please
describe the process you undertook to reach the conclusion that disclosure is not
necessary.

* * * *

 Please provide us the information requested  within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your response
that keys your response to our comments.  Detailed cover letters greatly facilitate our
review.  Please furnish your letter on EDGAR under the form type lab el 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 include all information required under
the Securities Exchange Act of 1934 and that they have provided all inf ormation
investors require for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, 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 disc losure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing;
and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federa l securities laws of
the United States.

Karl W. Mueller
Old Republic International Corporation
June 24 , 2010
Page 3

 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review
of your filing or in response to our comme nts on your filing.

Please contact Scot Foley  at (202) 551 -3383, Suzanne Hayes, Branch Chief, at
(202) 551 -3675 or me at (202) 551 -3715 with any questions.

        Sincerely,

        Jeffrey P. Riedler
        Assistant Director

CORRESP
1
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    secletter052510.htm

             307 North Michigan Avenue

             Chicago, IL 60601-5382

             (312) 346-8100

May 25, 2010

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Old Republic International Corporation

Form 10-K, fiscal year ended December 31, 2009

Filed March 1, 2010

File No. 001-10607

Dear Mr. Roseberg,

We have reviewed the comments on our above referenced filing in your letter dated May 18, 2010.  Old Republic’s response to the Commission’s comments is as follows:

General

Comment 1

We have not yet reviewed the Part III information that is included in your Form 10-K.  We may have further comments after 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.

Response

We acknowledge the Commission’s comment.

Item 3 – Legal Proceedings, page 23

Comment 2

We note that the class action litigation pending against your principal title insurance subsidiary is spread over many lawsuits in state and federal courts in several states.  We note that many of these cases have been dismissed and others consolidated and that this trend may continue 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 instituted and the names of the plaintiffs.

Response

In order to clarify the Company’s disclosures in this area we propose to replace the disclosure in legal proceedings on page 23 of the December 31, 2009 Form 10-K with the following disclosure on a prospective basis in the “Commitments and Contingent Liabilities” footnote of the Notes to Consolidated Financial Statements filed as Part 1 of the June 30, 2010 Quarterly Report on Form 10-Q.  Such footnote disclosure is incorporated by reference in Item 1 – Legal Proceedings to the Quarterly Report on Form 10-Q.

“Purported class action lawsuits are pending against the Company’s principal title insurance subsidiary, Old Republic National Title Insurance Company (“ORNTIC”), in state or federal courts in five states – Connecticut (Castro et al. v. ORNTIC, U.S. District Court of Connecticut, filed May 19, 2006), New Jersey (Barandas et al. v. ORNTIC, U.S. District Court, District of New Jersey, filed April 13, 2006), Ohio (Chura et al. v. ORNTIC, Court of Common Pleas of Cuyahoga County, Ohio, filed December 1, 2002), Pennsylvania (Allen et al. v. ORNTIC, U.S. District Court, Eastern District, Pennsylvania, filed June 8, 2006; Markocki et al. v. ORNTIC, U.S. District Court, Eastern District, Pennsylvania, filed June 8, 2006), and Texas (Ahmad et al. v. ORNTIC, U.S. District Court, Northern District, Texas, Dallas Division, filed February 8, 2008).  The plaintiffs allege that ORNTIC failed to give consumers reissue and/or refinance credits on the premiums charged for title insurance covering mortgage refinancing transactions, as required by rate schedules filed by ORNTIC or by state rating bureaus with the state insurance regulatory authorities.  The suits in Pennsylvania and Texas also allege violations of the federal Real Estate Settlement Procedures Act (“RESPA”).  Substantially similar lawsuits are also pending against other unaffiliated title insurance companies in these and other states as well, and additional lawsuits based upon similar allegations could be filed against ORNTIC in the future.  Classes have been certified in the New Jersey and Pennsylvania actions.  Settlement agreements have been reached in the Connecticut and New Jersey actions and are not expected to cost ORNTIC more than $2.9 million and $2.2 million, respectively, including attorneys' fees and administrative costs.”

Notes to Consolidated Financial Statements

Note 1:  Summary of Significant Accounting Policies

(j), Income Taxes, page 64

Comment 3

Refer to your disclosure in MD&A – Executive Summary on page 27 and in Note 6 – Information About Segments of Business.  Please explain why it was appropriate to recognize the tax credits related to losses from other-than-temporary investment impairments during 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.

Response

During 2008, the Company recorded significant realized investment losses from other-than-temporary impairments (OTTI) along with a corresponding deferred tax asset and tax credit.  At December 31, 2008 the deferred tax asset resulting from impairment losses on investments totaled $124.5 million and is listed as a separate line item in the inventory of deferred taxes in footnote 1(j), Income Taxes on page 65 of the 2009 Form 10-K and page 63 of the 2008 form 10-K.

In preparing the year-end 2008 consolidated financial statements the Company applied the guidance in ASC 740.10.30-5, 16 through 25 (previously paragraph 17 of FAS 109) to determine whether a valuation allowance was required against the inventory of deferred tax assets.  Based on its analysis, the Company established a valuation allowance of $54.0 million against the deferred tax asset related to the realized losses on investments.  This is disclosed in the paragraph immediately following the inventory of deferred tax assets and liabilities in footnote 1(j), Income Taxes on page 65 of the 2009 Form 10-K and page 63 of the 2008 Form 10-K.  During the second and third quarters of 2009, the fair value of the Company’s investment portfolio increased substantially causing the Company to conclude that the deferred tax asset valuation allowance was no longer necessary.   The corresponding change to the beginning-of-the-year valuation allowance was recorded as a deferred tax credit in the Company’s consolidated statement of income for 2009 in accordance with ASC 740.10.45-20.  The effect of the valuation allowance on the effective tax rate is shown as a separate line item in the reconciliation in the table on the top of page 65 of the 2009 Form 10-K.

2

The discussion in the MD&A Executive Summary on page 27 of the 2009 Form 10-K is directly correlated to the above set of facts.  The disclosure was intended to provide a plain English explanation of why the pre-tax net realized investment gains of $6.3 million resulted in a post tax investment gain of $58.1 million ($0.25 per share) as shown in the table of Consolidated Results on page 28 of the 2009 Form 10-K.  The following provides reconciliation between the pre and post-tax net realized investment gains for the year ended December 31, 2009 ($ in millions):

 Net pre-tax realized investment gains
 $
   6.3

 Tax effect at 35%

 (2.2)

 Reversal of deferred tax valuation allowance

 54.0

    Income tax credits on net realized investment gains

 51.8

       Net post-tax realized investment gains
 $
 58.1

To provide further clarification of the matter we propose to include in future filings a modification of the disclosure on page 27 of the 2009 Form 10-K to read as follows:

“2009 pre-tax investment gains of $6.3 were enhanced by the reversal of a deferred tax valuation allowance to produce net post-tax realized investment gains of $58.1 ($0.25 per share).  The valuation allowance pertained to losses from other-than-temporary investment impairments, most of which originated in the second quarter of 2008.  Realized losses in 2008 were mostly due to write downs of equity investments for other-than-temporary impairments.”

Signatures, page 83

Comment 4

Please revise your signature page to include the signature of your principal accounting officer or controller.  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 officer or controller.

Response

The signature line inadvertently left out the reference to Karl W. Mueller signing the document in his capacity as Senior Vice President, Chief Financial Officer, and Chief Accounting Officer.  Future filings will be corrected to properly reflect the capacity in which he is signing the document.

3

*****

With this letter Old Republic also acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the above referenced filings;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert the Commission staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We trust that the discussion above is responsive to the Commission’s comments.  Please feel free to contact me at (312) 762-4229 if you have any comments or questions.

Very truly yours,

/s/ Karl  W. Mueller

Karl W. Mueller

Senior Vice President, Chief Financial Officer, and

Principal Accounting Officer

cc:  A.C. Zucaro

Chairman and Chief Executive Officer

4

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

Via Facsimile and U.S. Mail
Mail Stop 4720

         June 30, 2009

Karl W. Mueller
President, Chief Financial Officer, and
Principal Accounting Officer
307 North Michigan Avenue
Chicago, IL 60601

Re:   Old Republic International Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2008
 File Number:  001-10607

Dear Mr. Mueller,

We have completed our review of your Form 10-K and have no further comments
at this time.         Sincerely,
     Carlton E. Tartar Accounting Branch Chief

CORRESP
1
filename1.htm

    secletter051809.htm

              307 North Michigan
Avenue

              Chicago,
Illinois 60601-5382

312/346-8100

    May 18,
2009

    Mr. Jim B.
Rosenberg

    Senior Assistant
Chief Accountant

    United States
Securities and Exchange Commission

    100 F Street,
N.E.

    Mail Stop
4720

    Washington, DC
20549

              Re:

              Old Republic
      International Corporation

              Form 10-K,
      fiscal year ended December 31, 2008

              File No.
      001-10607

    Dear Mr.
Rosenberg,

    We have reviewed
the comments on our above referenced filing in your letter dated April 20,
2009.  Old Republic’s response to the Commission’s comments is as
follows:

    Notes to Consolidated
financial Statements

    Note 1:  Summary
of Significant Accounting Policies

    (h) Losses, Claims and
Settlement Expenses, page 60

    Comment
1

    Regarding your
policy for establishing a loss reserve for your mortgage guaranty line of
business:

              ·

              Revise to
      clarify, if true, that a reserve is established only upon
      default;

              ·

              Define in
      your disclosure what default means;
and

              ·

              Disclose the
      dollar amount of the reserve that represents IBNR at each balance sheet
      presented.

    Response

    In order to clarify
the Company’s disclosures in this area we propose to replace the disclosure in
footnote 1 (h) Losses, Claims and Settlement Expenses on page 61 of the December
31, 2008 Form 10-K with the following disclosure (additions italicized) on a
prospective basis beginning with the June 30, 2009 Form 10-Q Management Analysis
of Financial Position and Results of Operations and the December 31, 2009 Form
10-K Notes to Consolidated Financial Statements:

    “Mortgage guaranty insurance reserves
for unpaid claims and claim adjustment expenses are established only upon an
instance of default, defined as an insured mortgage loan that has missed 2 or
more consecutive monthly payments.  Loss reserves
are based on statistical calculations that take into account the number of
reported insured mortgage loan defaults as of each balance sheet date, as well
as experience-based estimates of loan defaults that have occurred but have not
as yet been reported (IBNR).  Further, the loss reserve estimating
process takes into account a large number of variables including trends in claim
severity, potential salvage recoveries, expected cure rates for reported loan
delinquencies at various stages of default, the level of policy rescissions for
non-compliance with terms of the master policy, and management judgments
relative to future employment levels, housing market activity, and mortgage loan
interest costs, demand and extensions.  Mortgage guaranty net claim and loss
adjustment expense reserves reported as of June 30, 2009 and December 31, 2008
included $____ and $67.3 attributable to net IBNR claim estimates at each
corresponding balance sheet date. ”

    Comment
2

    For each line item
under “incurred claims and claim adjustment expenses” and “payments” in the
table showing an analysis of changes in aggregate reserves, please disclose for
each period presented the amount attributable to each major business segment
(i.e. General, Mortgage Guaranty and Title).

    Response

    We propose to
replace the table shown at the top of page 62 of the December 31, 2008 Form 10-K
with the following table in the December 31, 2009 Form 10-K:

    The following table
shows an analysis of changes in aggregate reserves for the Company's losses,
claims and settlement expenses for each of the years shown:

                                Years Ended
      December 31,

                                2009

                                2008

                                2007

                                Gross
      reserves at beginning of
      year

                                $

                                7,241.3

                                $

                                6,231.1

                                $

                                5,534.7

                                Less:
      reinsurance losses recoverable

                                2,227.0

                                1,984.7

                                1,936.6

                                Net reserves
      at beginning of
      year

                                5,014.2

                                4,246.3

                                3,598.0

                                Incurred
      claims and claim adjustment expenses:

                                Provisions
      for insured events of the current year:

                                General
      Insurance

                                1,520.1

                                1,562.8

                                Mortgage
      Guaranty

                                1,199.5

                                551.3

                                Title
      Insurance

                                46.3

                                72.3

                                Other

                                41.9

                                37.8

                                Sub-total

                                2,807.8

                                2,224.2

                                Change in
      provision for insured events of prior years:

                                General
      Insurance

                                (83.0)

                                (110.6)

                                Mortgage
      Guaranty

                                (18.7)

                                64.4

                                Title
      Insurance

                                (0.6)

                                (16.3)

                                Other

                                (3.8)

                                (3.6)

                                Sub-total

                                (106.1)

                                (66.1)

                                Total
      incurred claims and claim adjustment expenses

                                2,701.6

                                2,158.1

                                Payments:

                                Claims and
      claim adjustment expenses attributable to

                                   insured
      events of the current year:

                                General
      Insurance

                                549.0

                                518.7

                                Mortgage
      Guaranty

                                59.8

                                29.6

                                Title
      Insurance

                                5.4

                                7.5

                                Other

                                30.3

                                23.9

                                Sub-total

                                644.5

                                579.7

                                Claims and
      claim adjustment expenses attributable to

                                   insured
      events of prior years:

                                General
      Insurance

                                840.8

                                676.3

                                Mortgage
      Guaranty

                                383.2

                                190.8

                                Title
      Insurance

                                54.8

                                55.8

                                Other

                                10.2

                                7.1

                                Sub-total

                                1,289.0

                                930.0

                                Total
      payments

                                1,933.5

                                1,509.8

                                Amount of
      reserves for unpaid claims and claim adjustment

                                expenses at
      the end of each year, net of reinsurance

                                losses
      recoverable

                                5,014.2

                                4,246.3

                                Reinsurance
      losses
      recoverable

                                2,227.0

                                1,984.7

                                Gross
      reserves at end of
      year

                                $

                                $

                                7,241.3

                                $

                                6,231.1

    2

    *****

    With this letter
Old Republic also acknowledges that:

              ·

              The Company
      is responsible for the adequacy and accuracy of the disclosure in the
      above referenced filings;

              ·

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              The Company
      may not assert the Commission staff’s comments as a defense in any
      proceeding initiated by the Commission or any person under the federal
      securities laws of the United
States.

    We trust that the
discussion above is responsive to the Commission’s comments.  Please
feel free to contact me at (312) 762-4229 if you have any comments or
questions.

    Very truly
yours,

    /s/ Karl W.
Mueller

    Karl W.
Mueller

    Senior
Vice President and Chief Financial Officer

              cc:  A.C.
      Zucaro

    Chairman
and Chief Executive Officer

    3

CORRESP
1
filename1.htm

    corresp042809.htm

    April 28,
2009

    Via Facsimile and U.S.
Mail

    Mr. Jim B.
Rosenberg

    Senior Assistant
Chief Accountant

    United States
Securities and

     Exchange
Commission

    100 F Street,
N.E.

    Mail Stop
6010

    Washington,
D.C.  20549

    RE:      Old
Republic International Corporation

Form 10-K for fiscal year ended December 31, 2008

    File No. 001-10607

    Dear Mr.
Rosenberg:

    We
have received your letter of April 20, 2009 and acknowledge your request that we
respond within ten (10) business days to the inquiries and directions cited in
the letter. Unfortunately the press of managing our business does not enable us
to attend to a response as quickly as required by the
Commission.  Accordingly, we ask for your forbearance and allow us an
additional ten to 15 business days to comply.  This additional time
should be sufficient for our chief financial officer, Karl Mueller, and me to
address fully the Commission’s comments.

    Sincerely,

    /s/ A.C.
Zucaro

    ACZ/cg

    cc:        Dana
Hartz,

    Staff Accountant, SEC

    Don Abbott,

    Review Accountant, SEC

    Karl Mueller

    Sr. Vice President & Chief Financial
Officer, ORI

Via Facsimile and U.S. Mail
Mail Stop 6010

         April 20, 2009

Karl W. Mueller
President, Chief Financial Officer, and
Principal Accounting Officer
307 North Michigan Avenue
Chicago, IL 60601

Re:   Old Republic International Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2008
 Filed February 27, 2009
 File Number:  001-10607

Dear Mr. Mueller:

We have limited our review of your filing to those issues we have addressed in
our comments.  In our comments, we ask you to  provide us with information to better
understand your disclosure.  Where our commen t requests you to revi se disclosure, the
information you provide should show us what the revised disclosure will look like and
identify the annual or quarterly filing, as a pplicable, in which you in tend to first include
it.  If you do not believe that revised disclo sure is necessary, expl ain the reason in your
response.  After reviewing the informati on 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.

Notes to Consolidated Financial Statements
Note 1:  Summary of Significant Accounting Policies
(h) Losses, Claims and Settlement Expenses, page 60

1. Regarding your policy for establishing a lo ss reserve for your mortgage guaranty line
of business:
• Revise to clarify, if true, that a reserve is established only upon default;
• Define in your disclosure what default means; and
• Disclose the dollar amount of the reserv e that represents IBNR at each balance
sheet date presented.

Karl W. Mueller
Old Republic International Corporation April 20, 2009 Page 2
2. For each line item under “incurred claims and claim adjustment expenses” and
“payments” in the table showing an analysis  of changes in aggregate reserves, please
disclose for each period presented the am ount attributable to each major business
segment (i.e. General, Mortgage Guaranty and Title).

* * * *
 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under 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.

 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.

You may contact Dana Ha rtz, Staff Accountant, at (202) 551-3648 or Don
Abbott, Review Accountant, at (202) 551-3608 if you have any questions regarding the
comment.  In this regard, do not hesi tate 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

Mail Stop 6010                                                                                                   April 17, 2008   Spencer LeRoy III, Esquire Senior Vice President, Gene ral Counsel and Secretary
Old Republic International Corporation 307 North Michigan Avenue Chicago, Illinois 60601-5382
 Re: Old Republic International Corporation
  Form 10-K filed February 26, 2008   Form 10-K/A filed March 31, 2008   Form 10-K/A filed April 16, 2008   File No. 001-10607
Dear Mr. LeRoy:

 We have completed our review of your  Form 10-K for your fiscal year ended
December 31, 2007 and have no furt her comments at this time.

Sincerely,
           J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    secletter041608.htm

                                                April 16,
2008

    VIA FACSIMILE AND
EDGAR

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

    Attn:            Jennifer
Riegel, Esq.

    Staff Attorney

    Division of Corporate
Finance

    Re:   Comments Letter
dated April 15, 2008

    Dear Ms.
Riegel:

    We are in receipt of the Commission’s
letter of April 15, 2008, commenting on the Form 10-K/A filed by Old Republic
International Corporation (the “Company”) for the year ended December 31, 2007
(File No. 001-10607), and offer the following in response to the
correspondingly numbered comment:

    1. The
signature line was inadvertently left out in preparing the EDGAR
filing.  The paper copy original, however, was signed by Karl W.
Mueller, the Company’s Chief Financial Officer and principal accounting
officer.  A revised EDGAR filing with his signature was made
earlier today.

    We hereby
acknowledge that the Company is responsible for the adequacy and accuracy of the
disclosure in the filing; that

    Jennifer Riegel, Esq.

    Securities and Exchange Commission

    April 16, 2008

    Page 2

    Staff
comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing; and that the
Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

                    Very truly
yours,

                                               /s/ Spencer LeRoy

                    Spencer
LeRoy

    SL/cbf

    cc:    K.
Mueller

A. Zucaro

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   April 15, 2008   Spencer LeRoy III, Esquire Senior Vice President, Gene ral Counsel and Secretary
Old Republic International Corporation 307 North Michigan Avenue Chicago, Illinois 60601-5382
Re: Old Republic International Corporation
 Form 10-K filed February 26, 2008  Form 10-K/A filed March 31, 2008  File No. 001-10607

Dear Mr. LeRoy:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your Form  10-K/A in response to these comments.
If you disagree, we will consider your e xplanation as to why our comments are
inapplicable or a revision is unnecessary.  Af ter reviewing this information, we may raise
additional comments.     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.
  Form 10-K/A, filed March 31, 2008

 1. We note that this Form 10-K/A was not signed on behalf of the company by a
duly authorized representative of the co mpany.  See Rule 12b-15 of the Securities
and Exchange Act and Rule 302(a) of Regul ation S-T.  Please amend this filing
accordingly.

*    *    *    *

Spencer LeRoy III, Esquire
Old Republic International Corporation April 15, 2008 Page 2
 Please amend your Form 10-K/A and respond to these comments within 10
business days or tell us when you will provide us with a response.  Please furnish a cover
letter with your amendment that keys your  responses to our comments and provide any
requested information.  Detailed letters greatl y facilitate our review .  Please file your
letter on EDGAR under 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.
  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 any 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 person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement 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 comment on your filing.
Please contact Jennifer Riegel, Staff A ttorney at (202) 551-3575, Suzanne Hayes,
Branch Chief at (202) 551-3675 or me at (202) 551-3715 with any questions.

Sincerely,

Jeffrey Riedler
       A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    secletter040808.htm

    April 8, 2008

    VIA FACSIMILE AND
EDGAR

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.  20549

    Attn:   Jennifer Riegel, Esq.

                Staff
Attorney

Division of Corporate Finance

    Re:   Comments Letter dated March 21,
2008

    Dear Ms. Riegel:

    We are in receipt of
the Commission’s letter of March 31, 2008, commenting on the Form 10-K
filed by Old Republic International Corporation (the “Company”) for the year
ended December 31, 2007 (File No. 001-10607), and offer the following
in response to the correspondingly numbered comments:

    1. At
December 31, 2007, our operating subsidiaries held slightly more than $4 billion
in standby letters of credit as collateral security for various insurance and
reinsurance obligations that were either due to us or expected to become due to
us.  While the letters of credit have been issued by over 300
different institutions, most of them U.S. domiciled banks, a relatively small
number of these banks have issued letters of credit aggregating over
$100 million.  At the same time, our title insurance subsidiaries
have banking relationships with approximately 50 banks in which moneys are held
in escrow accounts, pending the closing of real estate transactions in which our
subsidiaries serve as the escrow agents.  During 2007, the balances in
these escrow accounts at their highest points aggregated $93.7 million, though
only one held more than $10 million.

    Jennifer Riegel, Esq.

    Securities and Exchange Commission

    April 8, 2008

    Page 2

    At year end 2007, each of the following institutions had issued us
letters of credit exceeding $100 million and also served as a depository
for escrow account funds:  Bank of America, N.A., Comerica Bank,
HSBC Bank USA, N.A., JPMorgan Chase Bank, SunTrust Bank, Wachovia Bank,
N.A. and Wells Fargo Bank, N.A.

    The risk referred to in the discussion on Page 18 of our Form 10-K is
that one or more of these institutions could become insolvent and unable to
honor their letters of credit if we ever had to draw on them and/or their
insolvency could jeopardize the availability of escrow account funds that we are
responsible for disbursing.  Given the amount of credit issued by
them, the result could have an adverse material effect on the operating results
and financial condition of our subsidiaries and perhaps the Company
itself.  Apart from insolvency, there is also a risk that the issuing
banks might dishonor the draws or default in paying our drafts under letters of
credit.  While the risk is not high (and, in the case of the letters
of credit, there would first have to be a default or insolvency of one or more
significant insureds or reinsurers, or the simultaneous defaults or insolvencies
of a number of the lesser-sized insureds or reinsurers, giving us cause to draw
on the letters of credit, followed by the insolvency, wrongful dishonor or
default of the issuing bank or banks) it is a potential risk of sufficient
concern to us that we actively attempt to manage it.  We annually
establish a list of institutions that we deem acceptable and establish
individual limits on the amount of credit we will accept from each institution
or the amount of escrowed funds we are willing to deposit with each based upon
their size and credit ratings, among other factors.

    However, the letters of credit and escrow deposit accounts are not, in
our view, market risk sensitive instruments within the meaning of Item 305 of
Regulation S-K.  There is no trading in these instruments; there is no
interest rate or currency exposure; there is nothing variable about the amount
of credit established or dollars deposited and held in escrow.  The
risk is one of insolvency and, to a lesser extent, the failure or refusal of a
financial institution to perform as required when called
upon.  Between the extremes of a perfect case scenario and a worse
case scenario, there is no way, in our opinion, to model the risk or quantify
it.

        Jennifer Riegel, Esq.

        Securities and Exchange Commission

        April 8, 2008

        Page 3

    Accordingly, while we do not think this risk lends itself to Item 305
of Regulation S-K, we will expand our discussion of the Financial Institutions
Risk in future Forms 10-K and any other filings requiring a discussing of Item
503(c), Regulation S-K risk factors to disclose the names of those institutions
from which we hold $100 million or more in letters of credit and which also
serve as escrow account depositories.

    2. Karl
Mueller is both our Chief Financial Officer and our principal accounting officer
and, although the latter is not part of his formal title, it will be added below
his signature line in the future.

    We hereby acknowledge that the Company is responsible for the adequacy
and accuracy of the disclosure in the filing; that Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the filing; and that Company may not assert
Staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

    Very truly yours,

    /s/ Spencer LeRoy

    Spencer LeRoy

    SL/cbf

    cc:  K. Mueller

           A. Zucaro

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   March 31, 2008   Spencer LeRoy III, Esquire Senior Vice President, Gene ral Counsel and Secretary
Old Republic International Corporation 307 North Michigan Avenue Chicago, Illinois 60601-5382
Re: Old Republic International Corporation
 Form 10-K for the Year Ended December 31, 2007  Filed February 26, 2008  File No. 001-10607

Dear Mr. LeRoy:

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
disclosure. Where it requests you to revise disclosure, the information you provide should
show us what the revised di sclosure will look like and iden tify the annual or quarterly
filing, as applicable, in which you intend to first include it. If you do not believe that
revised disclosure is necessary, explain the r eason 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.

Form 10-K, filed 2/26/08

Risk Factors Common to A ll Subsidiaries, page 17

Financial Institutions Risk, page 18

1. To the extent material, please (a) revise your disclosure in this risk factor to name
the financial institutions which you have a concentrated risk of financial exposure
and quantify the risk involved and (b) revise the section “Item 7A. Quantitative

Spencer LeRoy III, Esquire
Old Republic International Corporation
March 31, 2008 Page 2
and Qualitative Disclosure  About Market Risk” on page 47 to provide the
information required by Item 305(b) of Regulation S-K in connection with this market risk exposure.
 Item 15. Exhibits and Financial Statement Schedules

 Signatures

 2. It appears that your Form 10-K has not been signed by your controller or principal accounting officer pursuant to Instruction D to Form 10-K.  If Karl Mueller, your
chief financial officer, is also your controller or principal accounting officer you should indicate beneath his signature that  he is signing in the capacity of chief
financial officer and controller or principal accounting officer.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter that keys your responses to
our comments and provide any requested information.  Detailed letter s greatly facilitate
our review.  Please file y our letter on EDGAR under 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.

 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 any 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 person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement 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 comment on your filing.

Spencer LeRoy III, Esquire
Old Republic International Corporation March 31, 2008 Page 3
 Please contact Jennifer Riegel, Staff A ttorney at (202) 551-3575, Suzanne Hayes,
Branch Chief at (202) 551-3675 or me at (202) 551-3715 with any questions.

Sincerely,

Jeffrey Riedler
       A s s i s t a n t  D i r e c t o r

Via Facsimile and U.S. Mail
Mail Stop 6010
        July 3, 2007

Mr. Aldo C. Zucaro
Chairman of the Board, Chief Executive
   Officer and Director
Old Republic International Corp.
307 North Michigan Avenue
Chicago, IL  60601

Re: Old Republic International Corp.
 Form 10-K for Fiscal Year Ended December 31, 2006
 File No. 1-10607

Dear Mr. Zucaro:

We have completed our review of your Form 10-K and have no further comments
at this time.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant

CORRESP
1
filename1.htm

    corresp.htm

    June
      15,
      2007

    Mr.
      Jim
      B. Rosenberg

    Senior
      Assistant Chief Accountant

    United
      States Securities and Exchange Commission

    Mail
      Stop
      03-09

    Washington,
      DC 20549

              Re:

              Old
                Republic International Corporation

              Form
                10-K, fiscal year ended December 31,
                2006

    Form
      10-Q, for the quarter ended March 31, 2007

              File
                No. 001-10607

    Dear
      Mr.
      Rosenberg,

    We
      have
      reviewed the comments on our above referenced filing in your letter dated June
      5, 2007.  Old Republic’s response to the Commission’s comments is as
      follows:

    Form
      10-K for the year ended December 31, 2006

    Exhibits
      31:  Certifications

    Comment
      1

    Old
      Republic represents that future periodic report filings will include the wording
      of the certifications exactly as presented in Item 601(b)(31) of Regulation
      S-K
      without the use of the words annual or quarterly.

    Form
      10-Q for the quarter ended March 31, 2007

    Notes
      to Consolidated Financial Statements

    Note
      1:  Accounting Policies and Basis of Presentation, page
      7

    Comment
      2

    The
      Commission’s letter refers to the Company’s disclosure regarding the adoption of
      FIN 48.  The comment indicates that the disclosure is unclear as to
      whether the unrecognized tax benefits and related interest and penalty accruals
      are material.  The letter requests that we provide in a
      disclosure-type format revised adoption disclosure that provides the information
      outlined in Appendix A to the November 21, 2006 AICPA SEC Regulations Committee
      discussion document, as revised on February 6, 2007.

    We
      are
      aware of the quantitative disclosure requirements emanating from the technical
      literature referenced above.  In preparing the March 31, 2007 10-Q we
      evaluated these disclosure requirements after consideration of the immaterial
      nature (less than $2 million on total assets of $12.7 billion and total
      shareholders’ equity of $4.4 billion) of the Company’s unrecognized tax
      benefits, including interest and penalty accruals and concluded that such
      disclosure was not meaningful.  Our footnote disclosure indicated that
      the adoption of FIN 48 did not have a material effect on the Company’s
      consolidated financial statements.  We will modify the disclosure in
      subsequent reports to include the following:

    The
      Company’s unrecognized tax benefits, including interest and penalty accruals,
      are not considered material to the consolidated financial statements and did
      not
      change significantly upon the adoption of FIN 48.  There are no tax
      uncertainties that are expected to result in significant increases or decreases
      to unrecognized tax benefits within the calendar year 2007.

    Management
      Analysis of Financial Position and Results of
      Operations

    Incurred
      Loss Experience, page 25

    Comment
      3

    The
      comment indicates that the Company has not provided sufficient disclosure for
      the reasons behind the significant increase in severity of claims in the
      mortgage guaranty segment or the expectations of greater claims frequency and
      severity.  Additionally, the comment requests that the Company
      specifically discuss its exposure to defaults on sub-prime mortgages and the
      impact these defaults have had or are reasonably likely to have on its recorded
      reserves, if any.

    In
      order
      to clarify the Company’s disclosures in this area we propose to replace the
      disclosure beginning in the first full paragraph on the top of page 26 in the
      March 31, 2007 Form 10-Q with the following disclosure on a prospective basis,
      as applicable:

    The
      mortgage guaranty claims ratios have continued to rise in recent years,
      principally reflecting higher paid losses, as well as expectations of greater
      claim frequency and severity.  The most recent quarterly claim ratio
      comparisons reflect a significant increase due primarily to increasing loss
      severity.  Claim severity has trended upward primarily due to loans
      with larger unpaid principal balances and corresponding risk moving into the
      primary default period along with a lower level of mitigation potential due
      to
      the slowing of housing appreciation levels.  Expectations of greater
      claim frequency are impacted by several factors including: our outlook for
      the
      housing market, tightening lending standards which effect borrowers’ ability to
      refinance troubled loans, the aging of the bulk business, and the state of
      the
      economy overall, especially employment levels.

    While
      there is no consensus in the marketplace as to the precise definition of
“sub-prime” we view loans with FICO scores less than 620, loans underwritten
      with reduced levels of loan documentation and loans with loan to value ratios
      in
      excess of 95% as having a higher risk of default.   Risk in force
      concentrations by these attributes are disclosed on pages 20 and 21 for both
      traditional primary and bulk business channels.  The traditional
      primary business is less exposed to loans exhibiting higher risk
      attributes.  Conversely, while the bulk business includes a higher
      concentration of higher risk loans, particularly loans with low FICO scores,
      it
      represents a much smaller percentage of the total risk in
      force.  Typically premiums received for these products are higher than
      more traditional products to compensate for the additional risk.  As
      anticipated, defaults attributable to higher risk loans continue to increase
      as
      the loans age, however, they did not significantly impact the claim ratio for
      the first quarter of 2007.

    *****

    With
      this
      letter Old Republic also acknowledges that:

              ·

              The
                Company is responsible for the adequacy and accuracy of the disclosure
                in
                the above referenced filings;

              ·

              Staff
                comments or changes to disclosure in response to staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing; and

              ·

              The
                Company may not assert the Commission staff’s comments as a defense in any
                proceeding initiated by the Commission or any person under the federal
                securities laws of the United
                States.

    2

    We
      trust
      that the discussion above is responsive to the Commission’s
      comments.  Please feel free to contact me at (312) 762-4229 if you
      have any comments or questions.

    Very
      truly yours,

    /s/
      Karl W.
      Mueller

    Karl
      W.
      Mueller

    Senior
      Vice President and Chief Financial Officer

              cc:

              A.C.
                Zucaro

    Chairman
      and Chief Executive Officer

    3

Via Facsimile and U.S. Mail
Mail Stop 6010
        June 5, 2007

Mr. Aldo C. Zucaro
Chairman of the Board, Chief Executive
   Officer and Director
Old Republic International Corp.
307 North Michigan Avenue
Chicago, IL  60601

Re: Old Republic International Corp.
 Form 10-K for Fiscal Year Ended December 31, 2006
 Form 10-Q for the Quarter Ended March 31, 2007
 File No. 1-10607

Dear Mr. Zucaro:

We have limited our review of your filing to  the issues we have addressed in our
comments.  In our comments, we ask you to pr ovide us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the year ended December 31, 2006

Exhibits 31:  Certifications

1. Please represent to us that in future periodic report filings you will provide the wording of the certifications exactly as presented in Item 601(b)(31) of Regulation S-K.  In this regard, your most recent certifications include the adjectives “annual” and “quarterly” when  identifying the report covered by the
certifications.

Mr. Aldo C. Zucaro
Old Republic International Corp.
June 5, 2007 Page 2
Form 10-Q for the quarter ended March 31, 2007

Notes to Consolidated Financial Statements
Note 1:  Accounting Policies a nd Basis of Presentation, page 7

2. You disclose in adopting FIN 48 that you view your income tax exposures as consisting of timing differences whereby the ultimate deductibility of a tax position is highly certain but th e timing of its deductibility is uncertain.  However,
it is unclear from your disclosure whet her your unrecognized tax benefits and
related interest and penalty accruals are material.  Please provide us in a disclosure-type format revised adoption di sclosure that provides the information
requested below as outlined in Appendix A to the November 21, 2006 AICPA SEC Regulations Committee discussion doc ument, as revised on February 6,
2007.  Otherwise, please explain to us  why disclosure of the following
quantitative information is not warranted:
• the total amount of unrecognized tax bene fits accrued as of January 1, 2007;
• the total amount of unrecognized tax bene fits as of January 1, 2007 that, if
recognized, would affect the effective tax rate;
• the total amount of accrued interest a nd penalties as of January 1, 2007; and
• the total amount and nature of uncertainties you reasonably believe will result
in significant increases or decreases to  unrecognized tax benefits within the
calendar year 2007.

Management Analysis of Financial Position and Results of Operations
Incurred Loss Experience, page 25
3. You disclose that the percentage of net claims, benefits and related settlement
expenses incurred as a percentage of pr emiums and related fee revenues of your
mortgage guaranty segment increased to  54.4% for the three months ended March
31, 2007 from 38.8% in the comparable period in 2006 and 42.8% for the year ended December 31, 2006.  You also disclose that the claims ratios for mortgage
guaranty have continued to rise in recent years reflecting expectations of greater
claim frequency and severity and that the claims ratio for the most recent quarter
reflects a significant increase due primarily  to increasing loss severity.  However,
you do not appear to disclose the reasons  behind this significant increase in
severity or the expectations of greater claims frequency and severity.  Please
provide us in a disclosure-type format re vised disclosure that clearly indicates
why you experienced this sign ificant increase in severi ty and why you expect both
frequency and severity to increase or  tell us where you have made these
disclosures in your document.  In your response, please specifically discuss your
exposure to defaults on sub-prime mortgage s and the impact these defaults have
had or are reasonably likely to have on your recorded reserves, if any.

Mr. Aldo C. Zucaro
Old Republic International Corp.
June 5, 2007 Page 3
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides the requested information.  Detailed letters greatly facilitate our
review.  Please furnish your letter on EDGAR under 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.

 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 any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement 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.

 If you have any questions, please co ntact Mark Brunhofer , Senior Staff
Accountant, at (202) 551-3638.  In  this regard, do not hesita te to contact me, at (202)
551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

October 6, 2006

Mr. Jim B. Rosenberg
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Mail Stop 03-09
Washington, DC 20549

Re: Old Republic International Corporation
    Form 10-K, fiscal year ended December 31, 2005
    File No. 001-10607

Dear Mr. Rosenberg,

We have  reviewed  the  comments on our above  referenced  filing in your letter
dated September 8, 2006. Old Republic's response to the Commission's comments is
as follows:

Item 7 - Management Analysis of Financial Condition and Results of Operations,
         page 23
--------------------------------------------------------------------------------
Comment 1  - Reserve for Loss and Loss Adjustment Expenses
----------------------------------------------------------

Comment 1 in the  Commission's  letter  refers to prior comment 6 in the May 25,
2006  comment  letter  and  requests  that Old  Republic  clarify  its  proposed
disclosures  regarding  the  "reasonably  likely"  expectation  of loss  reserve
development.  The final two  paragraphs of our July 7, 2006  response  under the
heading, "Volatility of Reserve Estimates and Sensitivity",  will be modified to
read as follows:

Volatility of Reserve Estimates and Sensitivity

Loss reserve  uncertainty  is  illustrated  by the  variability  in loss reserve
development  presented in the schedule  which  appears on page 9 under Item 1 of
this Annual Report on Form 10-K. That schedule shows the cumulative loss reserve
development  for each of the past ten years  through  December  31, 2005 for the
general insurance business which comprises the largest portion of Old Republic's
loss and loss  adjustment  expense  reserves at 82.5% of the total.  For each of
these ten calendar years, prior accident years' general insurance claim reserves
have  developed,  as a percentage of the original  estimates,  within a range of
5.8%  unfavorable in 2001 to a 7.2%  favorable  development in 1996. For the ten
year period the net development has averaged .6% favorable.

On a consolidated  basis,  over the  comparable  ten year period,  the favorable
prior year loss  reserve  development  has ranged from .9% to 12.9% and averaged
5.5%. Although management does not have a significant business reason for making
projections  of likely  outcomes of future loss  developments,  its analysis and
evaluation of Old  Republic's  existing  business mix,  current  aggregate  loss
reserve levels, and loss development patterns suggests the reasonable likelihood
that 2005 year-end loss reserves could ultimately  develop within a range of +/-
5%. The most significant factors impacting the potential reserve development for
each of the Company's  insurance  segments is discussed above. While the Company
has generally  experienced  favorable loss  development  for the latest ten year
period on an overall basis, the current analysis of loss development factors and
economic  conditions  influencing the Company's  insurance coverages indicates a
gradual  downward  trend in favorable  development  during the most recent three
years.  Consequently,  management  believes  that using a 5% potential  range of
reserve development  provides a reasonable  benchmark for a sensitivity analysis
of the Company's reserves as of December 31, 2005.

<PAGE>
Comment 2 - Executive Summary
-----------------------------
Cash, Invested Assets, and Shareholders' Equity, page 26
--------------------------------------------------------

The Commission's comment regarding the presentation of certain non-GAAP measures
on  page  24  of  the  Annual  Report  on  Form  10-K   indicates  that  further
clarification  is required  regarding  compliance  with Item 10(e) of Regulation
S-K.  We  propose to modify  the  disclosure  following  the  existing  table as
follows:

The table above presents consolidated results in terms of both operating and net
income to  highlight  the  effect of  investment  gain or loss  recognition  and
non-recurring items on period-to-period  comparisons.  Net operating income does
not replace  net income per share  computed in  accordance  with U.S.  GAAP as a
measure of  profitability.  The recognition of investment 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 for 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.  Likewise,  non-recurring
items  such  as the  income  tax  recovery  described  above,  can  distort  the
comparability  of the  Company's  operating  performance  from period to period.
Accordingly, management uses the non-GAAP financial measures to further evaluate
current  operating  performance and believes the use of these measures  enhances
the  understanding  of Old Republic's  operations by highlighting the underlying
profitability of the business.

With respect to the table on page 26 of the Annual  Report on Form 10-K we agree
to remove  disclosure of the per share amounts for cash and invested  assets and
shareholders' equity, at cost from future filings.

                                              *****

We trust that the discussion above is responsive to the  Commission's  comments.
Please  feel free to contact me at (312)  762-4229  if you have any  comments or
questions.

Very truly yours,

/s/ Karl W. Mueller

Karl W. Mueller
Senior Vice President and Chief Financial Officer

cc:  A.C. Zucaro
     Chairman and Chief Executive Officer

                                       2
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
September 21, 2006

Mr. Jim B. Rosenberg
Senior Assistant Chief Accountant
United States Securities and
 Exchange Commission
450 Fifth Street, N.W.
Mail Stop 6010
Washington, D.C.  20549

         RE:      Old Republic International Corporation
                  Form 10-K for fiscal year ended December 31, 2005
                  File No. 001-10607

Dear Mr. Rosenberg:

We have received your letter of September 8, 2006 and  acknowledge  your request
that we respond  within ten business days to the inquiries  cited in the letter.
In consideration  of other  significant time commitments, we are unable to fully
respond within the prescribed time period. Accordingly, we ask that you allow us
up to an additional ten business days to submit our written response.

Sincerely,

OLD REPUBLIC INTERNATIONAL CORPORATION

/s/ Karl W. Mueller

Karl W. Mueller
Senior Vice President/Chief Financial Officer

cc:  A. C. Zucaro
     Chairman/Chief Executive Officer
</TEXT>
</DOCUMENT>

Mail Stop 6010
Via Facsimile and U.S. Mail

                                                                                                September 8, 2006

Mr. Aldo C. Zucaro
Chairman, Chief Executive Officer and President
Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601

Re:      Old Republic In ternational Corporation
 Form 10-K for fiscal year ended December 31, 2005
             File No. 001-10607

Dear Mr. Zucaro:

We have reviewed your July 7, 2006 re sponse to our May 25, 2006 letter and
have the following comments. In our comments, we ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for fiscal year  ended December 31, 2005

Item 7 – Management Analysis of Financia l Condition and Results of Operations, page
23

1. Please refer to prior comment six. In your response you state that “management believes that using a 5% potential ra nge of reserve development provides a
reasonable benchmark for a sensitivity anal ysis of the Company's reserves as of
December 31, 2005.”  In disclosure-type format please clarify whether this
sensitivity analysis of +/- 5% is reas onably likely and provide an expanded
discussion of your basis for concluding that  it is reasonably likely that ultimate
loss development could develop unfavorab ly when you have released redundant
reserves in each year sin ce 1995.  If this sensitivity an alysis is not reasonably
likely, please provide a measure in disc losure-type format that represents a
reasonably likely outcome consistent w ith our interpretative guidance regarding

Mr. Aldo C. Zucaro
Old Republic International Corporation
September 8, 2006 Page 2
critical accounting estimates disclosure in Section V of Financial Reporting Release No. 72 issued on December 29, 2003.

Executive Summary

Cash, Invested Assets, and Shareholder's Equity, page 26

2. Please refer to prior comment seven.

• As it relates to the non-GAAP per sh are measures other than “cash and
invested assets,” you assert in your response that disclosure exists in
your filing explaining why these pe r share amounts provide useful
information to investors regarding your financial condition and results
of operations and the purposes for which management uses these non-GAAP measures.  However, we c ontinue to believe that your
disclosure does not appear to be responsive to Item 10(e) of
Regulation S-K.  Please remove these measures or provide us
expanded discussion in disclosure-type  format that explains why these
non-GAAP measures provide useful in formation to investors and the
purposes for which you use them.
• Regarding the per share amount of “cash and invested assets,” it is not
clear from your response how your presentation complies with Item
10(e) of Regulation S-K.  Per sh are amounts for “cash and invested
assets” appear to be a liquidity measure, which is prohibited by ASR
142. Also, refer to the Answer to Question 11 of our  “Frequently
Asked Questions Regarding Use of  Non-GAAP Financial Measure.”
Please remove this liquidity per share measure.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Your letter should key your responses to our comments.
Detailed letters greatly facil itate our review.  Please file  your letter on EDGAR under the
form type label CORRESP.

You may contact Frank Wyman, St aff Accountant, at 202-551-3660  or Don
Abbott, Senior Staff Accountant, at 202- 551-3608, if you have questions regarding the
comments.  In this regard, do not hes itate 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

Mail Stop 6010
Via Facsimile and U.S. Mail

                                                                                                May 25, 2006

Mr. Aldo C. Zucaro
Chairman, Chief Executive Officer and President
Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601

Re:      Old Republic In ternational Corporation
 Form 10-K for fiscal year ended December 31, 2005
             File No. 001-10607

Dear Mr. Zucaro:

We have limited our review of your filing to those issues we have addressed in
our comments. In our comments, we ask you to  provide us with information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for fiscal year  ended December 31, 2005

Item 7 – Management Analysis of Financia l Condition and Results of Operations, page
23
1. You appear to have omitted a separate discussion of critical accounting estimates
that involve uncertain matte rs that may possess a high degree of susceptibility to
change and require estima tes or assumptions that are highly subjective and
judgmental.    Please refer to Section V of Financial Reporting Release No. 72.
This disclosure should pr ovide investors with a fuller understanding of the
uncertainties in applying critical acco unting estimates and the likelihood that
materially different amounts would be  reported under different conditions or
using different assumptions. It should include quantification of the related
variability in operating results that you expect to be reasonably likely to occur.  For all critical accounting estimates, including reserving for loss and loss

Mr. Aldo C. Zucaro
Old Republic International Corporation
May 25, 2006 Page 2
adjustment expenses which is discussed in  the comments below, please provide in
disclosure-type format a discussion of  the uncertainties in applying these
accounting estimates, the effect that changes in estimates have had on the financial statements for each period pres ented, and the effect that reasonably
likely changes in the key assumptions underl ying these estimates as of the latest
balance sheet may have on the financial statements.
2. We believe your disclosure regarding the estimation of the reserve for loss and
loss adjustment expenses could be improved to better explain the judgments and uncertainties surrounding this estimate a nd the potential impact on your financial
statements.  We believe in order to meet  the principal objectives of MD&A, this
disclosure should enable the investor to understand 1) management’s process for establishing the estimate 2) the reasons for changes in the historical estimate 3) whether and to what extent management has adjusted their assumptions used in
the most recent estimate for trends or othe r factors identified from past experience
and 4) the potential variability in the most recent estimate and the impact this
variability may have on reported results , financial condition and liquidity. Please
keep this objective in mind in drafting your  responses to comments listed below.
Please also consider providing any additional information, in disclosure-type format, to achieve this objective.
3. We believe that your disclosure of th e methodology for computing the loss and
loss adjustment expense reserve at the line of business level could be improved.
Please provide an expanded discussion, in disclosure-type format, of the
methodology used to compute your reserv es for each line of business. For
example, this might include a discussi on of the alternativ e models used, the
strengths and weaknesses of each model, an  explanation of why a specific model
was ultimately chosen over the other models considered and an explanation of any differences between your actuarial best estimate and recorded reserves. In addition, describe your process for calcul ating the IBNR reserve. It is our
understanding that companies may calcu late this reserve by estimating the
ultimate unpaid liability first and then reducing that amount by cumulative paid
claims and by case reserves, but there may be other methods as well. Also, describe the nature and frequency of your procedures for determining
management’s best estimate of loss reserves on both an annual and interim reporting basis.
4. Recorded loss reserves for property and casualty insurers generally include a
provision for uncertainty, wh en management determines that existing actuarial
methodologies and assumptions do not ad equately provide for ultimate loss
development. Such a provision may be e xplicit (i.e. represented by the excess of
recorded reserves over actuarial indicatio ns) or implicit in the assumption-setting
process.  So that investor s can better understand the inhe rent uncertainties in your
business and the degree of conservatism th at you have incorporated in your loss

Mr. Aldo C. Zucaro
Old Republic International Corporation
May 25, 2006 Page 3
reserve estimates, please a ddress as part of your di scussion of the methodology
used, how you determine the provision for uncertainty.
5. In disclosure-type format, please identify and describe those key assumptions that
materially affect the estimate of the rese rve for loss and loss adjustment expenses.
In addition please provide the following information:

a. For each of these key assumptions and for your provision for uncertainty, quantify and explain what caused them  to change historically over the
periods presented.

b. Discuss whether and to wh at extent management has adjusted each of the
key assumptions and the provision for un certainty used in calculating the
most recent estimate of the reserve give n the historical changes,  current
trends observed and/or other factors as discussed in a. above.  This
discussion should reconcile the histor ical changes, the current trends
and/or other factors observed to what  management has calculated as its
most recent key assumptions.

6. Please provide a quantitative and narrative di scussion in disclosure-type format of
the impact that “reasonably likely” cha nges in one or more of the specific
assumptions used in your reserve estima te (e.g. claim frequency and severity)
would have on reported results, financia l position and liquidity. Explain why you
believe the scenarios quantified are “reas onably likely.” Your quantification of
the income statement impact of a 10% deficiency in net general insurance reserves does not appear to accomplish this objective.

Executive Summary

Cash, Invested Assets, and Shareholder's Equity, page 26

7. Please refer to your tabular disclosure of  Old Republic’s consolidated operating
revenue and income on page 24 and your di sclosure of cash and invested assets
and shareholders’ equity and relate d per share amounts on page 26.  Your
disclosure appears to include non-GAAP pe r share amounts.  Please explain to us
how your disclosure of the following per share amounts complies with the guidance in ASR No. 142 and disclosure of non-GAAP measures in Item 10(e) of
Regulation S-K:

• Net operating income before nonrecurring income tax benefit
• Non-recurring income tax benefit
• Net operating income
• Net realized investment gains

Mr. Aldo C. Zucaro
Old Republic International Corporation
May 25, 2006 Page 4
• Cash and invested assets
• Shareholders’ equity at cost

Table of Contractual Obligations, page 32

8. You have presented claim and claim expens e reserves on a net basis rather than a
gross of reinsurance basis.  Please provide  in a disclosure-type format a revised
presentation, showing these amounts on a gross basis.
Expenses: Benefits and Claims, page 35

9. Based on your disclosures on page 10, it appears that reserve releases have
favorably impacted your operating results each year since 1995.   However, you do not discuss or quantify the impact of prior year loss development on historical
operating results or the likelihood that this favorable experience trend will continue and the corresponding impact on future operating results.  Please
provide, in disclosure-type format, an expanded discussion that includes this
information.  Ensure your disclosure clar ifies the timing of th e reserve releases,
why recognition occurred in th e periods that it did and why recognition in earlier
periods was not required.
10. Please discuss and quantify in disclosure-type format the effect that your ceded reinsurance activitie s had on financial position, resu lts of operations, and cash
flows for the periods presented.  Also, discuss changes you have made to your past reinsurance strategies in developing your current strategies and the expected
effect that those changes may have on your financial position, results of operations and cash flows.  Describe any limitations on your ability to cede future
losses on a basis consistent with histor ical results and the related impact on
expected operating results and liquidity and capital resources.  Such limitations
could relate to changes in reinsurance market conditions, a restructuring of your
reinsurance treaties or the absence of remaining limits for specific accident years under existing treaties.

Item 7A – Quantitative and Qualitative Disclosures about Market Risk, page 41

11. Your discussion in the Financial Positi on section of MD&A appears to omit the
qualitative and quantitative disclosure re quired by Item 305 of Regulation S-K.
Please provide this information in a disclo sure-type format or explain to us how
your disclosures comply with Item 305 of Regulation S-K.

Mr. Aldo C. Zucaro
Old Republic International Corporation
May 25, 2006 Page 5
Item 8 – Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies, page 48

12. Your reinsurance activities appear to be material to operating results and include
ceding commissions and retroactive risk sh aring arrangements. Please describe, in
disclosure-type format, the income recognition methods and related key
assumptions used in accounting for your reinsurance contracts, including how you
recognize ceding commissions and retroactiv e adjustments to production costs or
premiums.  In your response, include the GAAP literature including paragraphs
21-26 of SFAS 113 upon which you ba se your accounting treatment.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Your letter should key your responses to our comments.
Detailed letters greatly facil itate our review.  Please file  your letter on EDGAR under 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.

 In connection with responding to our comments, 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
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any 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 person under the federal secu rities 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.

Mr. Aldo C. Zucaro
Old Republic International Corporation
May 25, 2006 Page 6
You may contact Frank Wyman, St aff Accountant, at 202-551-3660  or Don
Abbott, Senior Staff Accountant, at 202- 551-3608, if you have questions regarding the
comments.  In this regard, do not hes itate 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

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<SEQUENCE>1
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<TEXT>

July 7, 2006

Mr. Jim B. Rosenberg
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Mail Stop 03-09
Washington, DC 20549

Re: Old Republic International Corporation
    Form 10-K, fiscal year ended December 31, 2005
    File No. 001-10607

Dear Mr. Rosenberg,

We have  reviewed  the  comments on our above  referenced  filing in your letter
dated May 25, 2006. Old Republic's  response to the Commission's  comments is as
follows:

Item 7 - Management analysis of Financial Condition and Results of Operations,
         ---------------------------------------------------------------------
         page 23
         -------

Comment 1 - Critical Accounting Estimates
-----------------------------------------

We are aware of the requirements of Section V of Financial Reporting Release No.
72 that  requires  disclosure in Management  Discussion  and Analysis  (MD&A) of
material  uncertainties  associated with the methods,  assumptions and estimates
underlying the Company's critical accounting measurements.  We have historically
taken the  approach of  embedding  the  discussion  of our  critical  accounting
estimates  within the  corresponding  section of MD&A rather than  presenting  a
separate discussion. However, in an effort to enhance the disclosure we agree to
prospectively  modify  our MD&A to  include a  separate  discussion  immediately
following the "Executive Summary".

Critical  Accounting  Estimates

The Company's annual and interim financial statements incorporate a large number
and types of  estimates  relative to matters  which are highly  uncertain at the
time the estimates are made.  The  estimation  process  required of an insurance
enterprise is by its very nature highly  dynamic  inasmuch as it  necessitates a
continual process of evaluating,  analyzing,  and quantifying factual data as it
becomes  known to the  Company.  As a result,  actual  experienced  outcomes can
differ from the  estimates  made at any point in time,  and thus  affect  future
periods' reported revenues, expenses, net income, and financial condition.

Old Republic believes that its most critical accounting  estimates relate to: a)
the  determination  of  other-than-temporary  impairments  in the value of fixed
maturity and equity  investments;  b) the establishment of deferred  acquisition
costs which vary directly  with the  production  of insurance  premiums;  c) the
recoverability of reinsured paid and/or outstanding  losses; and d) the reserves
for losses and loss adjustment expenses.  The major assumptions and methods used
in the establishment of these estimates are discussed in the pertinent  sections
of this Management Analysis and are summarized as follows:

<PAGE>
a) Other-than-temporary impairments in the value of investments:

Individual securities are considered for a possible write-down:

   * In the event their  market value has dropped by 20% or more below their par
     or  amortized  cost  and/or the  security  has been in an  unrealized  loss
     position for twelve consecutive months;

   * In the event of issuer default on  significant  obligations or emergence of
     such  adverse  information  as to  bring  into  question  the  validity  of
     previously reported earnings or financial condition; and

   * When  the  probability  of  non-recovery  of  the  original  investment  is
     established, the foregoing events or occurrences notwithstanding.

For  the  three  years  ended   December  31,  2005,   pretax   charges  due  to
other-than-temporary  impairments  in  the  value of  securities reduced  pretax
income within a range of 2.4% and 0.8% and averaged 1.5% of such income.

b) Establishment of deferred acquisition Costs ("DAC")

The  eligibility  for  deferral  and the  recoverability  of DAC is based on the
current terms and recent  profitability of the insurance contracts to which they
relate. As of the three most recent year ends,  consolidated DAC balances ranged
between  2.3% and 2.1% and  averaged  2.2% of  consolidated  assets.  The annual
change  in  DAC  balances  for  the  three-year  period  reduced   underwriting,
acquisition  and other  expenses  within a range of 1.6% and 0.5%,  and averaged
0.9% of such expenses.

c) The recoverability of reinsured paid and/or outstanding losses

Assets consisting of gross paid losses recoverable from assuming reinsurers, and
balance sheet date reserves  similarly  recoverable  in future  periods as gross
losses are settled and paid are established at the same time as the gross losses
are paid or recorded as reserves.  Accordingly,  these assets are subject to the
same  estimation  processes  and  valuations  as the  related  gross  amounts as
discussed  below.  As of the three most recent year ends,  paid and  outstanding
reinsurance  recoverable  balances  ranged  between 39.7% and 38.4% and averaged
39.1% of the related gross reserves.

d) The reserves for losses and loss adjustment expenses

As discussed in pertinent sections of this Management Analysis, the reserves for
losses and  related  loss  adjustment  expenses  are based on a wide  variety of
factors and  calculations.  Among these the Company  believes the most  critical
are:

   * The  establishment  of expected  loss ratios for the three latest  accident
     years,   particularly  for  so-called  long  tail  coverages  as  to  which
     information  about  covered  losses  emerges  and becomes  more  accurately
     quantified over long periods of time. Long tail lines of business generally
     include workers compensation, auto liability, general liability, errors and
     omissions and directors and officers' liability, and title insurance. Gross
     loss reserves  related to such long tail coverages ranged between 86.1% and
     83.8%,  and averaged 84.7% of gross  consolidated  claim reserves as of the
     three most recent year ends. Net of reinsurance recoverables, such reserves
     ranged between 83.3% and 82.1% and averaged 82.6% as of the same dates.

   * Loss trend factors that are used to establish the above noted expected loss
     ratios.  Such factors take into  account  such  variables as judgments  and
     estimates  for premium  rate  trends and  adequacy,  current  and  expected
     interest rates,  current and expected social and economic inflation trends,
     and insurance industry statistical claim trends.

   * Loss development  factors based on Company and/or industry  statistics that
     are used to project  reported  losses for each  accounting  period to their
     estimated ultimate cost.

                                       2

<PAGE>

For  each of the  three  most  recent  calendar  years,  prior  accident  years'
consolidated claim costs have developed  favorably and consequently have had the
effect of reducing  consolidated  annual loss costs between 2.9% and 5.2%, or by
an average of  approximately  3.8% per annum.  As a percentage  of each of these
years'  consolidated  earned premiums and fees the favorable  developments  have
ranged between 1.3% and 2.1%, and have averaged 1.6%.

In all the above regards the Company  anticipates that future periods' financial
statements  will continue to reflect  changes in estimates.  As in the past such
changes will result from altered circumstances,  the continuum of newly emerging
information  and its effect on past  assumptions  and judgments,  the effects of
securities markets valuations,  as well as changes in inflation rates and future
economic  conditions  beyond the Company's  control.  As a result,  Old Republic
cannot predict, quantify, or guaranty the likely impact that probable changes in
estimates will have on its future financial condition or results of operations.

Comments 2 through 6 and 9 - Reserve for Loss and Loss Adjustment Expenses
--------------------------------------------------------------------------

Comments  2  through  6  and 9 in  the  Commission's  letter  suggest  that  Old
Republic's  disclosures  could be  improved in regard to the  estimation  of the
reserve  for  loss and loss  adjustment  expenses,  the  methodology  used,  key
assumptions  impacting the estimates,  and the  variability in reported  results
stemming  from  "reasonably  likely"  changes  to  one  or  more  of  these  key
assumptions.

In response,  we wish to note that Old Republic's periodic estimates of loss and
loss adjustment  expense reserves emanate from a significant  number of analyses
performed by operating  management  and accounting  professionals.  Old Republic
does not utilize either internal or external actuaries in the reserve estimation
process.  Internal  actuaries are used primarily in the rate setting process and
periodically  evaluate the reasonableness of management's  reserve estimates for
certain accounts or blocks of business on an as needed basis. External actuaries
are  engaged  by the  Company  to perform  an annual  evaluation  of  individual
insurance  subsidiary  statutory carried reserves as of each balance sheet date.
As a result of their work, the external  actuaries render an annual statement of
actuarial opinion for each insurance company. Such opinions are submitted to the
insurance department in the respective  companies' state of domicile.  There are
no significant differences between loss and loss adjustment expense reserves for
statutory and GAAP reporting purposes. Management does consider on a prospective
basis the results  from the  periodic  actuarial  evaluations  in the context of
other trends and analysis available to it when making its recurring judgments on
the reasonableness of the carried loss reserves at any reporting date.

The  proposed  disclosures  noted  below  are  provided  in the  context  of the
Company's  loss  reserve  estimation  process and the  limitations  it places on
management's  ability to quantify the impact of "reasonably  likely"  changes in
key assumptions and future reported  results.  In order to clarify the Company's
disclosures in this area we propose to replace the disclosure  beginning on page
35 in the 2005 Annual Report on Form 10-K under the heading "Expenses:  Benefits
and Claims", with the following disclosure on a prospective basis:

Reserves for Loss and Loss Adjustment Expenses

In order to  achieve a  necessary  matching  of  premium  and fee  revenues  and
expenses, the Company records the benefits,  claims and related settlement costs
that have been incurred  during each  accounting  period.  Total claim costs are
affected  by the amount of paid  claims and the  adequacy  of reserve  estimates
established for current and prior years' claim occurrences at each balance sheet
date.

                                       3

<PAGE>

The  following  table shows a breakdown  of gross and net of  reinsurance  claim
reserve estimates for major types of insurance coverages as of December 31, 2005
and 2004:
<TABLE>
                                                                                       December 31,
                                                                    -------------------------------------------------
                                                                              2005                      2004
                                                                    ------------------------   -----------------------
                                                                      Gross          Net         Gross          Net
                                                                    ----------    ----------   ----------    ---------
<s>                                                                 <c>          <c>          <c>           <c>
Claim and Loss Adjustment Expense Reserves:
Commercial automobile (mostly trucking)......................       $    878.4    $    692.9   $    788.6    $   635.9
Workers' compensation........................................          1,775.0         915.1      1,607.0        814.0
General liability............................................            991.3         418.1        808.7        350.5
Other coverages..............................................            597.5         387.8        576.0        382.1
Unallocated loss adjustment expense reserves.................            159.2          92.9        122.0         87.2
                                                                    ----------    ----------   ----------    ---------
      Total general insurance reserves.......................          4,401.7       2,507.0      3,902.4      2,269.7

Mortgage guaranty............................................            214.7         213.7        200.5        199.1
Title........................................................            268.8         268.8        252.5        252.5
Life and health..............................................             26.5          19.9         22.6         16.9
Unallocated loss adjustment expense reserves -
   other coverages...........................................             28.0          28.0         25.4         25.4
                                                                    ----------    ----------   ----------    ---------
      Total claim and loss adjustment expense reserves.......       $  4,939.8    $  3,037.6   $  4,403.5    $ 2,763.8
                                                                    ==========    ==========   ==========    =========
Asbestosis and environmental claim reserves included
 in the above general insurance reserves:
       Amount................................................       $    170.7    $    132.2   $    118.9    $    97.1
                                                                    ==========    ==========   ==========    =========
       % of total general insurance reserves.................             3.9%          5.3%         3.0%         4.3%
                                                                    ==========    ==========   ==========    =========
</TABLE>

The  Company's  reserve for loss and loss  adjustment  expenses  represents  the
accumulation  of  estimates  of  ultimate  losses,  including  incurred  but not
reported  losses  and  loss  adjustment  expenses.  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 as further  discussed
below. Consequently,  reserves established are a reflection of the opinions of a
large number of persons,  of the  application and  interpretation  of historical
precedent  and  trends,  of  expectations  as to  future  developments,  and  of
management's judgment in interpreting all such factors. At any point in time the
Company is exposed to possibly higher or lower than anticipated  claim costs and
the  resulting  changes in estimates  are recorded in  operations of the periods
during  which they are made.  Increases  to prior  reserve  estimates  are often
referred  to as  unfavorable  development  whereas  any  changes  that  decrease
previous  estimates  of the  Company's  ultimate  liability  are  referred to as
favorable development.

Overview of Loss Reserving Process

Most of Old Republic's consolidated claim and related expense reserves stem from
its general insurance  business.  At December 31, 2005, such reserves  accounted
for 89.1%  and 82.5% of  consolidated  gross  and net of  reinsurance  reserves,
respectively,  while similar reserves at December 31, 2004 represented 88.6% and
82.1% of the respective consolidated amounts.

The  Company's  reserve  setting  process  reflects the nature of its  insurance
business and the decentralized basis upon which it is conducted.  Old Republic's
general  insurance  operations  encompass a large variety of lines or classes of
commercial  insurance;  it has  negl

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<TEXT>
June 30, 2006

Mr. Jim B. Rosenberg
Senior Assistant Chief Accountant
United States Securities and
 Exchange Commission
450 Fifth Street, N.W.
Mail Stop 6010
Washington, D.C.  20549

         RE:      Old Republic International Corporation
                  Form 10-K for fiscal year ended December 31, 2005
                  File No. 001-10607

Dear Mr. Rosenberg:

We  continue  to  work  on our  response  to the  Commission's  comments  on Old
Republic's 2005 10-K as outlined in your letter of May 25, 2006.  Because of the
comprehensive  nature of certain  comments we are unable to fully respond within
the timeframe requested in our letter to you dated May 26, 2006. We respectfully
request  five  additional  business  days in which to finalize  our response and
anticipate such response will be filed with the Commission by Friday, July 7th.

Sincerely,

/s/ Karl W. Mueller

Karl W. Mueller
Senior Vice President & Chief Financial Officer

cc:      Frank Wyman,
         Staff Accountant, SEC
         Don Abbott,
         Senior Staff Accountant, SEC
         A. C. Zucaro,
         Chairman & Chief Executive Officer, ORI

</TEXT>
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