As in effect
         3/1/61

                                   FORM 10K/A

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


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


                       AMENDMENT TO APPLICATION OR REPORT
                 Filed Pursuant to Sections 12, 13, or 15 (d) of
                       THE SECURITIES EXCHANGE ACT OF 1934



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


                                 AMENDMENT NO. 3
                                              ---




The  undersigned   registrant  hereby  amends  the  following  items,  financial

statements,  exhibits or other  portions  of its ANNUAL  REPORT FOR 2003 on Form
                                                 -----------------------
10-K as set forth in the pages attached hereto: (List all such items,  financial
----
statements, exhibits or other portions amended)


                                    FORM 11-K


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





                                        OLD REPUBLIC INTERNATIONAL CORPORATION
                                        --------------------------------------
                                                    (Registrant)



Date: June 28, 2004                     By:        /s/ John S. Adams
      -------------                        -----------------------------------
                                                        (Signature)
                                                       John S. Adams
                                                 Senior Vice President and
                                                  Chief Financial Officer







                                Total Pages: 12








                       SECURITIES AND EXCHANGE COMMISSION




                             Washington, D.C. 20549


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


                                    FORM 11-K

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


                                  ANNUAL REPORT



                        Pursuant to Section 15(d) of the
                         Securities Exchange Act of 1934



                 For The Years Ended December 31, 2003 and 2002


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


                         BITUMINOUS 401(k) SAVINGS PLAN
                     (Formerly Known as BITCO Savings Plan)

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




                     OLD REPUBLIC INTERNATIONAL CORPORATION
                             307 NORTH MICHIGAN AVE
                             CHICAGO, ILLINOIS 60601







                                   SIGNATURES
                                   ----------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Committee  Members have duly caused this annual report to be signed on behalf of
the undersigned, thereunto duly authorized.




                                     BITUMINOUS 401(K) SAVINGS PLAN, Registrant


                                     By   /s/ Greg Ator
                                       ----------------------------------------
                                       Greg Ator, Committee Member


                                     By   /s/ Janine Happ
                                       ----------------------------------------
                                       Janine Happ, Committee Member


                                     By   /s/ Robert Rainey
                                       ----------------------------------------
                                       Robert Rainey, Committee Member




  Dated:  June 28, 2004




                         BITUMINOUS 401(k) SAVINGS PLAN
                          Index to Financial Statements



                                                                        Page No.

Report of Independent Registered Public Accounting Firm                    1

Financial Statements:
    Statements of Net Assets Available for Benefits at
     December 31, 2003 and 2002                                            2

   Statements of Changes in Net Assets Available for Benefits
     for the years ended December 31, 2003 and 2002                        3

Notes to Financial Statements                                            4 - 7

Supplemental Schedule:
   Schedule of Assets (Held at End of Year)                                8











             Report of Independent Registered Public Accounting Firm


To the Participants and Administrator of the
Bituminous 401(k) Savings Plan:

In our opinion, the accompanying statements of net assets available for benefits
and the  related  statements  of changes in net assets  available  for  benefits
present fairly, in all material respects,  the net assets available for benefits
of the  Bituminous  401(k)  Savings  Plan (the  "Plan") at December 31, 2003 and
2002,  and the changes in net assets  available  for benefits for the year ended
December 31, 2003 in conformity with accounting principles generally accepted in
the United States of America.  These financial statements are the responsibility
of the Plan's  management.  Our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements in accordance  with the  standards of the Public  Company  Accounting
Oversight  Board  (United  States).  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of  year)  as of  December  31,  2003 is  presented  for the  purpose  of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  are fairly  stated in all  material  respects in relation to the basic
financial statements taken as a whole.



                                                /s/ PricewaterhouseCoopers LLP



Chicago, Illinois
June 28, 2004



                         BITUMINOUS 401(k) SAVINGS PLAN

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                           December 31, 2003 and 2002




                                                                             2003              2002
ASSETS                                                                       ----              ----
                                                                                     
Investments, at fair value:
         Old Republic International Corporation common stock              $6,444,652        $4,935,427
         Pooled separate accounts                                         12,537,950         9,751,089
         Participant loans                                                   379,906           306,128
                                                                         ------------      ------------
Net assets available for benefits                                        $19,362,508       $14,992,644
                                                                         ============      ============







The accompanying notes are an integral part of these financial statements.

                                        2



                         BITUMINOUS 401(k) SAVINGS PLAN

                       STATEMENTS OF CHANGES IN NET ASSETS
                             AVAILABLE FOR BENEFITS
                 For the years ended December 31, 2003 and 2002




                                                                             2003              2002
                                                                             ----              ----
                                                                                     
Additions:

Contributions:
         Employer                                                           $221,089          $192,123
         Employee                                                          1,116,857         1,004,889
         Rollover                                                             43,555            16,946
                                                                         ------------      ------------
            Total contributions                                            1,381,501         1,213,958
                                                                         ------------      ------------

Investment income (loss):
         Dividends from ORI common stock                                     273,568           117,816
         Net investment gain (loss) from pooled separate accounts          1,848,701        (1,355,807)
         Net appreciation of common stock                                  1,623,735            68,038
         Interest from participant loans                                      21,130            23,855
                                                                         ------------      ------------
            Total investment income (loss)                                 3,767,134        (1,146,098)
                                                                         ------------      ------------



            Total additions                                                5,148,635            67,860
                                                                         ------------      ------------

Deductions:
         Benefits paid to participants                                       765,291           833,969
         Administrative expenses                                               8,886             8,841
         Participant loans distributed                                         4,594             6,186
                                                                         ------------      ------------
            Total deductions                                                 778,771           848,996
                                                                         ------------      ------------

            Net increase (decrease)                                        4,369,864          (781,136)

Net assets available for benefits:
         Beginning of year                                                14,992,644        15,773,781
                                                                         ------------      ------------
         End of year                                                     $19,362,508       $14,992,644
                                                                         ============      ============







The accompanying notes are an integral part of these financial statements.

                                        3



                         BITUMINOUS 401(k) SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS



1.      Description of Plan

        The following  description  of the  Bituminous  401(k) Savings Plan (the
        "Plan") provides only general information.  Participants should refer to
        the  Plan  document  for a  more  complete  description  of  the  Plan's
        provisions.

        A.   General

        The Plan is a defined  contribution  plan covering  substantially all of
        the employees of Bituminous  Casualty  Corporation (the "Company"),  who
        prior to October 1, 1997,  had completed  one year of service,  attained
        age  twenty-one  and had completed  1,000 hours of service during the 12
        month  period  commencing  on their  date of hire or during a plan year.
        Subsequent to October 1, 1997,  employees are eligible to participate in
        the plan on the last to occur:  (A) date of hire or (B) the start of the
        payroll   period  in  which  the   employee   attains  age   twenty-one.
        Participation in the Plan is optional.  If an employee does not elect to
        join the Plan on the first date he/she is eligible to do so,  he/she may
        join the plan at the start of any subsequent payroll period. The Plan is
        subject to the provisions of the Employee Retirement Income Security Act
        of 1974 (ERISA), as amended.

        B.   Contributions

        Participants   may   contribute   up  to  12  percent  of  their  annual
        compensation  on a  before-tax  basis.  The Company  provides a matching
        contribution  equal to 25 percent of the  participant's  contribution on
        the first 6 percent of  earnings.  Participants  may elect to have their
        voluntary  contributions  invested  in any one or more of the ten Pooled
        Separate  Accounts as well as the ORI Stock  Account.  Company  matching
        contributions  are  invested  in the same manner as  participant's  have
        elected for their contributions.

        C.   Participant Accounts

        Each   participant's   account  is  credited   with  the   participant's
        contributions,  an  allocation of the  Company's  contribution  and Plan
        earnings.  The Pooled  Separate  Accounts are each divided into units of
        participation.  When an amount is allocated or transferred to the Pooled
        Separate  Accounts,  the number of units is increased and when an amount
        is withdrawn from the Pooled Separate  Accounts,  the number of units is
        decreased.  Such  increase  or  decrease  in  the  number  of  units  is
        determined  by dividing the amount  allocated  to or withdrawn  from the
        Pooled  Separate  Accounts by the then current Pooled  Separate  Account
        unit  value.  Cash  dividends  received  with  respect  to Old  Republic
        International   Corporation   ("ORI")  stock   previously   credited  to
        participants shall be applied to purchase additional shares of ORI stock
        in the ORI Stock  Account.  Such  dividends  and the  additional  shares
        (including fractional shares) subsequently  purchased with the dividends
        shall be allocated  and credited to the  accounts of  participants,  pro
        rata, according to the shares (including  fractional shares) credited to
        the accounts of participants on the applicable dividend record date. Any
        ORI stock  received as a stock split or stock dividend or as a result of
        a  reorganization  or  recapitalization  of ORI shall be  allocated  and
        credited to the accounts of  participants in proportion to the ORI stock
        previously credited to their accounts.


                                       4



                         BITUMINOUS 401(k) SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS


1.      Description of Plan (continued)

        D.   Vesting

        Participants  are immediately  vested in their  voluntary  contributions
        plus actual earnings thereon. Participants are immediately vested in the
        remainder of their accounts upon death, disability, attainment of normal
        retirement age or based on the participant's  number of years of service
        using the following table for the years ended December 31, 2003 :

                       Years of Service             Vested Percentage
                         Fewer than 1                        0%
                              1                             10%
                              2                             20%
                              3                             40%
                              4                             60%
                              5                             80%
                          6 or More                        100%


        E.   Payment of Benefits

        On  termination  of service,  retirement,  or death,  a  participant  or
        his/her  beneficiary  may  elect to leave  funds in the Plan or  receive
        either a single-sum payment or purchase of a single premium life annuity
        contract.  Net  assets at  December  31,  2003 and 2002,  include  funds
        totaling  $2,827,863 and $2,599,793,  respectively,  which represent the
        account balance of retired and terminated  participants who have elected
        to leave the funds in the Plan upon retirement or termination.

        F.   Forfeitures

        All forfeitures are segregated annually.  At that time,  forfeitures are
        used as an offset to the  Company's  matching  contribution.  There were
        unallocated  assets of $0 and  $14,708 at  December  31,  2003 and 2002,
        respectively, related to these forfeitures.

        G.   Participant Loans

        Participants  may elect to borrow from their  accounts a maximum  amount
        equal to the lesser of $50,000 or 50% of their vested  account  balance.
        Loan  transactions  are treated as a transfer  to (from) the  investment
        account from (to) the  Participant  Loans account.  Loan terms shall not
        extend  beyond five  years.  The loans are secured by the balance in the
        participant's  account and bear interest at a rate which is based on the
        prevailing  prime rate as  published  in The Wall Street  Journal on the
        first  business  day of the  month  in which  the loan is made  plus one
        percentage  point.  Interest  rates  range  from 5.00  percent  to 10.50
        percent.  Principal  and  interest are paid  ratably  through  bi-weekly
        payroll deductions.

        H.   Administrative Expenses

        It is the policy of the Company to provide administrative support to the
        Plan and to pay for certain administrative and trustee fees.

                                       5



                         BITUMINOUS 401(k) SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS


2.      Summary of Significant Accounting Policies

        A.   Basis of Accounting

        The accompanying  financial statements have been prepared on the accrual
        basis of  accounting.  The Plan presents in the statements of changes in
        net assets available for benefits the net appreciation (depreciation) in
        the fair value of the ORI Stock  Account,  which  consists  of  realized
        gains or losses and the unrealized  appreciation  (depreciation) of this
        investment.

        B.   Use of Estimates

        The  preparation of financial  statements in conformity  with accounting
        principles  generally  accepted in the United States of America requires
        management to make  estimates and  assumptions  that affect the reported
        amounts  of  net  assets  available  for  benefits  and  disclosures  of
        contingent   assets  and  liabilities  at  the  date  of  the  financial
        statements and the changes in net assets  available for benefits  during
        the reporting period. Actual results could differ from those estimates.

        C.   Risks and Uncertainties

        The Plan provides for various  investment  options in any combination of
        stocks,   bonds,  fixed  income  securities,   mutual  funds,  or  other
        investment  securities.  Investment  securities  are  exposed to various
        risks,  such as interest  rate,  market and credit.  Due to the level of
        risk  associated  with certain  investment  securities  and the level of
        uncertainty related to changes in the value of investment securities, it
        is  possible  that  changes in risks in the near term  could  materially
        affect  participants'  account  balances and the amounts reported in the
        statement of net assets  available  for  benefits  and the  statement of
        changes in net assets available for benefits.

        D.   Investments

        ORI stock is stated at the closing market value on the last business day
        of the year.

        The Plan has a group  annuity  contract  with  Connecticut  General Life
        Insurance  Company  (CGLIC),  where CGLIC maintains  contributions  in a
        contract  holder's account and such  contributions  are allocated to ten
        Pooled Separate investment funds according to participant elections. The
        accounts are credited with earnings on the  underlying  investments  and
        charged for Plan benefits paid and deductions  for investment  expenses,
        risk,  profit and annual  management  fees charged by CGLIC.  The Pooled
        Separate Accounts are included in the financial statements at fair value
        at  December  31,  2003 and  2002,  as  reported  to the Plan by  CGLIC.
        Realized  investment gains and losses in the Pooled Separate  investment
        funds are recognized in the year of sale.

                                       6



                         BITUMINOUS 401(k) SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS

3.      Assets Greater Than 5% of Plan Assets

        Investments  that  represent  5% or more of plan assets at December  31,
        2003 and 2002, are as follows:

                                                                              December 31,
                                                                          2003           2002
                                                                          ----           ----
                                                                                
               CIGNA S&P 500 Index                                     $1,651,106     $1,137,295
               TimesSquare Short-term Bond Fund                         3,413,406      3,391,837
               CIGNA Balanced I Fund / Wellington Management Co.        1,614,716      1,309,991
               CIGNA Large Cap Value/John A. Levin & Co. Fund           1,562,673      1,045,037
               ORI Stock Account                                        6,444,652      4,935,427
               CIGNA Small Cap Value/Perkins, Wolf, McDonnell Fund      1,144,596         -


4.      Tax Status

        The Internal  Revenue Service has issued a determination  letter,  dated
        May 29,  2002,  stating  that the Plan is  designed in  accordance  with
        applicable  sections of the Internal  Revenue  Code (IRC).  The Plan has
        been amended since  receiving the  determination  letter.  However,  the
        Plan's Committee  Members still believe that the Plan is designed and is
        currently being operated in compliance with the applicable  requirements
        of the IRC.


5.      Plan Termination

        Although it has not  expressed  any intent to do so, the Company has the
        right under the Plan to discontinue its contributions at any time and to
        terminate the Plan subject to the  provisions of ERISA.  In the event of
        plan termination,  participants shall become 100 percent vested in their
        accounts and are entitled to a distribution of their account balances.


6.      Related-Party Transactions

        The ORI stock  account is invested in common or preferred  stock of ORI,
        the ultimate parent of the Company.


                                       7




                         BITUMINOUS 401(K) SAVINGS PLAN
                              SUPPLEMENTAL SCHEDULE


                               SCHEDULE H, LINE 4I
                    SCHEDULE OF ASSETS (HELD AT END OF YEAR)
                                December 31, 2003



                                                Description of investment                   Contract/
Identity of issue                                including interest rate                  current value
-----------------                             -----------------------------              ---------------
                                                                                   
CIGNA S&P 500 Index                           Pooled separate account                        $1,651,105

TimesSquare Short-term                        Pooled separate account                         3,413,406
Bond Fund

CIGNA Balanced I Fund /                       Pooled separate account                         1,614,716
Wellington Management Co.

CIGNA Large Cap Growth /                      Pooled separate account                           568,509
Goldman Sachs Fund

CIGNA Large Cap Value /                       Pooled separate account                         1,562,673
John A. Levin & Co. Fund

CIGNA Small Cap Value /                       Pooled separate account                         1,144,596
Perkins, Wolf, McDonnell Fund

CIGNA Small Cap Growth /                      Pooled separate account                           754,099
TimesSquare Fund

CIGNA Global Value /                          Pooled separate account                           283,244
Morgan Stanley Fund

State Street Global Advisors                  Pooled separate account                           716,694
Intermediate Bond Account

INVESCO Dynamics Account                      Pooled separate account                           828,908

ORI Stock Account *                           Common stock                                    6,444,652

                                              Participant loans, interest
                                              rates range from
                                              5.00% to 10.50%                                   379,906
                                                                                         ---------------
                                                                                            $19,362,508
                                                                                         ===============


* Party in interest

                                       8