SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                                   FORM 11-K

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


[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange 
    Act of 1934

    For the Fiscal Year Ended December 31, 2004

                                       or

[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange 
    Act of 1934

    For the transition period from _______________ to ______________


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


                   THE REPUBLIC MORTGAGE INSURANCE COMPANY AND
                    AFFILIATED COMPANIES PROFIT SHARING PLAN


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


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

















                                 Total Pages: 13



                                    SIGNATURE
                                    ---------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Administration  Committee  has duly caused  this  Annual  Report to be signed on
behalf of the undersigned, thereunto duly authorized.



                           THE REPUBLIC MORTGAGE INSURANCE COMPANY AND
                           AFFILIATED COMPANIES PROFIT SHARING PLAN

                           (Registrant)




                           By: /s/ John Gerke
                              --------------------------------------------------
                              John Gerke, Member of the Administration Committee


                           By: /s/ Donna Ball
                              --------------------------------------------------
                              Donna Ball, Member of the Administration Committee




Date: April 22, 2005






The Republic Mortgage 
Insurance Company and 
Affiliated Companies
Profit Sharing Plan
Financial Statements and Supplemental Schedule
December 31, 2004 and 2003
Tax Identification Number: 56-1031043




The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Index
December 31, 2004 and 2003
--------------------------------------------------------------------------------

                                                                         Page(s)

Report of Independent Registered Public Accounting Firm.....................1

Financial Statements

Statements of Net Assets Available for Benefits
December 31, 2004 and 2003..................................................2

Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2004................................................3

Notes to Financial Statements..............................................4-7

Supplemental Schedule

Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2004...........................................................8





             Report of Independent Registered Public Accounting Firm



To the Participants and Administrator of
The Republic Mortgage Insurance Company and 
  Affiliated Companies Profit Sharing 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 Republic  Mortgage  Insurance  Company and  Affiliated  Companies  Profit
Sharing Plan (the "Plan") at December 31, 2004 and 2003,  and the changes in net
assets available for benefits for the year ended December 31, 2004 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 H, Line 4i -
Schedule  of  Assets  (Held at End of  Year) 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. The  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,  is fairly  stated in all  material  respects  in relation to the basic
financial statements taken as a whole.


                                                /s/ PricewaterhouseCooper LLP



Charlotte, North Carolina
April 28, 2005



                                       1



The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
--------------------------------------------------------------------------------

                                                         2004           2003
Assets
Investments, at fair value
  Insurance company pooled separate accounts
    Domestic equity                                 $ 11,425,741   $  9,087,239
    Asset allocation                                   2,837,425      2,458,256
    Fixed income                                       1,339,471      1,317,075
    International equity                               1,159,433        847,092
    Flexible equity                                    1,533,871        436,690
                                                    -------------  -------------
                                                      18,295,941     14,146,352

  Parent company common stock pooled account           6,487,026      5,107,879
  Participant loans                                    1,097,476        795,822
  Insurance company guaranteed interest fund,
   at contract value                                  22,612,408     21,972,863
                                                    -------------  -------------
        Total investments                             48,492,851     42,022,916

Employer contributions receivable                      3,563,142      3,921,203
                                                    -------------  -------------
        Total assets                                  52,055,993     45,944,119

Liabilities
Refund of excess participant contributions               100,669        142,684
                                                    -------------  -------------
        Net assets available for benefits           $ 51,955,324   $ 45,801,435
                                                    =============  =============









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

                                        2



The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2004
--------------------------------------------------------------------------------

Additions to net assets attributed to
Investment income
  Net appreciation in fair value of investments                    $  1,848,695
  Interest, guaranteed interest fund                                    894,824
  Dividends, common stock pooled account                                227,096
  Interest, participant loans                                            38,853
                                                                   -------------
        Investment income                                             3,009,468
                                                                   -------------
Contributions
  Employer                                                            3,563,142
  Participants                                                        1,351,563
                                                                   -------------
                                                                      4,914,705
                                                                   -------------
        Total additions                                               7,924,173
                                                                   -------------

Deductions from net assets attributed to
Benefits and withdrawals                                              1,764,301
Administrative expenses                                                   5,983
                                                                   -------------
        Total deductions                                              1,770,284
                                                                   -------------
        Net increase                                                  6,153,889

Net assets available for benefits
Beginning of year                                                    45,801,435
                                                                   -------------
End of year                                                        $ 51,955,324
                                                                   =============









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

                                        3



The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements
December 31, 2004 and 2003
--------------------------------------------------------------------------------

1.    Description of Plan

      The following  description of The Republic Mortgage  Insurance Company and
      Affiliated  Companies  Profit  Sharing  Plan (the  "Plan") is provided for
      general  information  purposes  only.  Participants  should  refer  to the
      Summary  Plan   Description   or  the  Plan  document  for  more  complete
      information.

      The Plan is a qualified  defined  contribution plan covering all employees
      of Republic Mortgage  Insurance  Company,  RMIC Corporation,  and Republic
      Mortgage  Insurance  Company of North Carolina (the "Sponsor").  Employees
      are eligible for coverage at the start of their  employment and must elect
      to  enroll in the  plan.  The Plan is  subject  to the  provisions  of the
      Employee Retirement Income Security Act of 1974 ("ERISA").

      Contributions
      The  Sponsor  makes  contributions  to the Plan at the  discretion  of the
      Sponsor's  Board of Directors  at a sum  determined  by the Board  without
      regard to current and accumulated  profits for the taxable year, for years
      ending with or within such Plan year.  Participants  may  contribute up to
      25% of their compensation pre-tax and 25% after-tax for a combined maximum
      of 50% of compensation any Plan year. Contributions are subject to certain
      limitations  as  prescribed  by  the  Internal  Revenue  Service.   Excess
      contributions  to be  returned  to  participants  based  on  qualification
      testing  totaled  $100,669 and  $142,684 for the years ended  December 31,
      2004 and 2003, respectively.

      Vesting
      Participant account balances provided by Sponsor contributions and related
      allocated  earnings  become 40% vested after one year of service.  Vesting
      percentages  increase by 10% for each  additional  year, with full vesting
      after seven years of service.

      Account balances provided by participant  contributions and allocated Plan
      earnings are always fully vested.

      Participant Accounts
      A separate  account  balance is  maintained  for each  participant  and is
      credited  with  participant   contributions  and  allocations  of  Sponsor
      contributions,  Plan earnings, and forfeitures of terminated participants'
      nonvested   accounts.   Allocations   of  Plan   earnings   are  based  on
      participants'   daily  account   balances.   Sponsor   contributions   and
      forfeitures   of  nonvested   accounts  are  allocated   based  on  annual
      compensation of participants.  Unallocated forfeitures totaled $737,195 at
      December 31, 2004, and of the total, $369,499 will be allocated in 2005.

      Payment of Benefits
      In the event of retirement,  disability,  or death,  accumulated  benefits
      become  vested  and  are   distributed  to   participants   or  designated
      beneficiaries by lump-sum payment or through various annuity options.

      In the event of termination of employment, participants have the option of
      receiving vested  accumulated  benefits  through  lump-sum  distributions,
      leaving the vested value of their  accounts in the Plan until  retirement,
      or transferring amounts into an individual retirement account.

      Participants may withdraw their voluntary contributions at any time.

                                       4



The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements
December 31, 2004 and 2003
--------------------------------------------------------------------------------

      Participants may elect to take early withdrawals of employer contributions
      if they have  participated in the Plan for at least five years. Such early
      withdrawals  will not  result in  suspension  of  allocations  of  Sponsor
      contributions.

      Participant Loans
      Participants  may borrow a minimum of $1,000  from their  accounts up to a
      maximum  equal to the  lesser of $50,000  or 50% of their  vested  account
      balance.  Participants may have no more than two loans  outstanding at one
      time. Loans plus interest must be repaid within five years through payroll
      deductions.  These loans bear interest at the prevailing prime rate at the
      loan inception date. The loans are collateralized by the vested balance in
      the participant's account.

2.    Summary of Significant Accounting Policies

      General
      The Plan prepares its financial  statements  under  accounting  principles
      generally accepted in the United States of America.

      Investment Valuation and Income Recognition
      The  Plan's  guaranteed  interest  account  is valued at  contract  value.
      Insurance  company pooled separate  accounts are reported by Massachusetts
      Mutual Life  Insurance  Company (the  "Trustee")  at the fair value of the
      underlying  investments.  The pooled account  invests solely in the common
      stock of Old Republic  International  ("ORI"),  the ultimate parent of the
      Sponsor.  The value of the pooled ORI common stock account is based on the
      underlying quoted market value of the ORI common stock.  Participant loans
      are valued at unpaid principal balance, which approximates fair value. Net
      appreciation   (depreciation)  in  fair  value  of  investments   includes
      unrealized and realized gains and losses.  Interest  income is recorded on
      the accrual basis. Dividends are recorded on the ex-dividend date.

      Benefits and Withdrawals
      Benefits and  withdrawals are recorded when paid. At December 31, 2004 and
      2003, there were no significant amounts due but unpaid to participants.

      Income Tax Status
      The Plan  obtained its latest  determination  letter on April 3, 1995,  in
      which the Internal Revenue Service stated that the Plan, as then designed,
      was in compliance with the applicable requirements of the Internal Revenue
      Code. The Plan has been amended since receiving the determination  letter.
      However,  the Plan  administrator  believes  that  the  Plan is  currently
      designed and being operated in compliance with the applicable requirements
      of the Internal Revenue Code.

      Use of Estimates
      The  presentation  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 assets,  liabilities,  and changes  therein,  and disclosure of
      contingent assets and liabilities.  Actual results could differ from those
      estimates.

                                       5



The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements
December 31, 2004 and 2003
--------------------------------------------------------------------------------

3.    Investments

      The Plan is invested in a group  annuity  contract  with the Trustee.  The
      contract  allows  for  a   participant-directed   investment   program  in
      commingled  subaccounts  sponsored  by  the  Trustee.  Investment  options
      include fixed income, asset allocation,  domestic equity, flexible equity,
      and  international  equity  subaccount  options and a guaranteed  interest
      fund. In addition to the investment  options  offered through the Trustee,
      participants  may also invest in a pooled  account that invests  solely in
      common stock of the Sponsor's parent, ORI.

                                                       2004           2003
      Investments at fair value
      Insurance company separate accounts
        Domestic equity subaccounts
          Large cap value                        $  3,330,726 *   $  2,472,478 *
          Small cap equity                          2,657,733 *      2,139,805 *
          Indexed equity                            2,477,347        2,072,008
          Small cap growth                          1,006,588          888,682
          Mid cap value                             1,579,096        1,261,717
          Large cap growth                            404,251          252,548
                                                 -------------    -------------
                                                   11,425,741        9,087,238
                                                 -------------    -------------
        Asset allocation subaccounts
          Balanced                                  2,837,425 *      2,458,256 *
        Fixed income subaccount
          Core bond                                 1,339,471        1,317,075
        Flexible equity subaccount
          Growth and income                         1,533,871          436,690
        International equity subaccount             1,159,433          847,093
      ORI common stock pooled account               6,487,026 *      5,107,879 *
                                                 -------------    -------------
                                                 $ 24,782,967     $ 19,254,232
                                                 =============    =============
      Investment at contract value
      Guaranteed interest fund                   $ 22,612,408 *   $ 21,972,863 *
                                                 =============    =============

      *Exceeds 5% of Plan assets at December 31, 2004 and 2003.

      The net appreciation in fair value of the Plan's  investments for the year
      ended December 31, 2004, was $1,848,695.




                                        6



The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements
December 31, 2004 and 2003
--------------------------------------------------------------------------------
                                        
4.    Guaranteed Interest Fund

      The Plan holds an  investment  contract  with  Massachusetts  Mutual  Life
      Insurance Company.  Massachusetts  Mutual Life Insurance Company maintains
      the  contributions  in a pooled  account.  The  account is  credited  with
      earnings on the underlying investments,  charges for Plan withdrawals, and
      a proportionate  share of administrative  expense charges by Massachusetts
      Mutual Life Insurance  Company.  The contract is included in the financial
      statements at contract value,  which represents  contributions  made under
      the contract, plus earnings, less withdrawals and administrative expenses,
      because  it  is   considered   fully   benefit-responsive.   For  example,
      participants may ordinarily  direct the withdrawal or transfer of all or a
      portion of their  investment  at  contract  value.  There are no  reserves
      against  contract  value  for  credit  risk  of  the  contract  issuer  or
      otherwise.  The contract value of the investment  contract at December 31,
      2004 and 2003 was $22,612,408 and $21,972,863,  respectively.  The average
      yield and crediting rates ranged from 4.5% and 4.7% for 2004 and 2003. The
      crediting rate is adjusted every six months with the issuer, but cannot be
      less than 3%.

5.    Related Party Transactions

      Certain Plan  investments  are insurance  separate  accounts  sponsored by
      Massachusetts  Mutual Life Insurance  Company.  Massachusetts  Mutual Life
      Insurance  Company is the  Trustee as defined by the Plan and,  therefore,
      these transactions qualify as party-in-interest transactions. Fees paid by
      the Sponsor on behalf of the Plan for the investment  management  services
      amounted to $73,223 for the year ended December 31, 2004.

6.    Plan Termination

      Although  it has not  expressed  any intent to do so, the  Sponsor 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 would become 100% vested in
      their employer contributions.

7.    Reconciliation to Form 5500

      There are no  reconciling  items from these  financial  statements  to the
      Plan's Form 5500 for the year ended December 31, 2004.



                                       7







                              Supplemental Schedule








Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2004                                                   Schedule I
--------------------------------------------------------------------------------
(a)             (b)                           (c)              (d)       (e)
                                           
                                         Description of            
                                      Investment Including
    Identity of Issue, Borrower,        Number of Units                Current
      Lessor, or Similar Party        and Rate of Interest    Cost      Value
                                            

    Insurance separate accounts
 *  Domestic equity subaccount
      Large Cap Value                            20,912             $ 3,300,726
      Small Cap Equity                            2,706               2,657,733
      Indexed Equity                              7,883               2,477,347
      Small Cap Growth                            6,644               1,006,588
      Mid Cap Value                               7,691               1,579,096
      Large Cap Growth                            2,763                 404,251
                                                                   -------------
                                                                     11,425,741

 *  Asset allocation subaccount
      Balanced                                   22,604               2,837,425
 *  Fixed income subaccount
      Core bond                                     984               1,339,471
 *  Flexible equity subaccount
      Growth and Income                          23,523               1,533,871
 *  International Equity Subaccount               3,617               1,159,433
 *  ORI Common Stock Pooled Account             225,524               6,487,026
 *  Guaranteed Interest Fund                    220,818              22,612,408
    Participants loans                       4% to 9.5%               1,097,476
                                                                   -------------
                                                                   $ 48,492,851
                                                                   =============

Note:  Historical cost not provided by the recordkeeper.
* Indicates an assets which is a party-in-interest to the Plan.