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, 2005

                                       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
                        ---------


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


                   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 E. Gerke
                           -----------------------------------------------------
                           John E. Gerke, Member of the Administration Committee


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




Date: June 12, 2006






The Republic Mortgage
Insurance Company and
Affiliated Companies
Profit Sharing Plan
Financial Statements and Supplemental Schedule
December 31, 2005 and 2004
Tax Identification Number: 56-1031043



The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Index
December 31, 2005 and 2004
--------------------------------------------------------------------------------

                                                                         Page(s)

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

Financial Statements

Statements of Net Assets Available for Benefits
December 31, 2005 and 2004..................................................2

Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2005................................................3

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

Supplemental Schedule

Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2005...........................................................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, 2005 and 2004,  and the changes in net
assets available for benefits for the year ended December 31, 2005 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 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.  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,  is fairly  stated in all  material
respects in relation to the basic financial statements taken as a whole.



                                               /s/ PricewaterhouseCoopers, LLP


Charlotte, NC
June 12, 2006



The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31, 2005 and 2004
--------------------------------------------------------------------------------



                                                         2005           2004
Assets
Investments, at fair value
  Insurance company pooled separate accounts
    Domestic equity                                 $ 12,683,291   $ 11,425,741
    Asset allocation                                   2,854,256      2,837,425
    Fixed income                                       1,496,435      1,339,471
    International equity                               2,009,226      1,159,433
    Flexible equity                                    1,608,814      1,533,871
                                                    -------------  -------------
                                                      20,652,022     18,295,941

  Parent company common stock pooled account           7,880,866      6,487,026
  Participant loans                                      971,124      1,097,476
  Insurance company guaranteed interest fund,
   at contract value                                  20,021,266     22,612,408
                                                    -------------  -------------
        Total investments                             49,525,278     48,492,851

Employer contributions receivable                      3,421,417      3,563,142
                                                    -------------  -------------
        Total assets                                  52,946,695     52,055,993

Liabilities
Refund of excess participant contributions                52,437        100,669
                                                    -------------  -------------
        Net assets available for benefits           $ 52,894,258   $ 51,955,324
                                                    =============  =============




   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, 2005
--------------------------------------------------------------------------------

Additions to net assets attributed to
Investment income
  Net appreciation in fair value of investments                    $  1,216,379
  Interest, guaranteed interest fund                                    913,800
  Dividends and net appreciation, common stock pooled account           752,442
  Interest, participant loans                                            46,270
                                                                   -------------
        Investment income                                             2,928,891
                                                                   -------------
Contributions
  Employer                                                            3,421,417
  Participants                                                          968,735
                                                                   -------------
                                                                      4,390,152
                                                                   -------------
        Total additions                                               7,319,043
                                                                   -------------

Deductions from net assets attributed to
Benefits and withdrawals                                              6,375,949
Administrative expenses                                                   4,159
                                                                   -------------
        Total deductions                                              6,380,108
                                                                   -------------
        Net increase                                                    938,935

Net assets available for benefits
Beginning of year                                                    51,955,324
                                                                   -------------
End of year                                                        $ 52,894,258
                                                                   =============




   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, 2005 and 2004
--------------------------------------------------------------------------------

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  $52,437 and $100,669 for the
         years ended December 31, 2005 and 2004, 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 $607,445
         at December 31, 2005,  and of the total,  $253,679 will be allocated in
         2006.

         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, 2005 and 2004
--------------------------------------------------------------------------------

         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 parent company common stock
         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, 2005
         and  2004,  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, 2005 and 2004
--------------------------------------------------------------------------------

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.


                                                       2005           2004
         Investments at fair value
         Insurance company separate accounts
           Domestic equity subaccounts
             Large Cap Value                     $  3,904,534 *   $  3,330,726 *
             Small Cap Equity                       2,518,187 *      2,657,733 *
             Indexed Equity                         2,672,805 *      2,477,347 *
             Small Cap Growth                       1,244,282        1,006,588
             Mid Cap Value                          1,800,409        1,579,096
             Mid Cap Growth                           103,693                -
             Large Cap Growth                         439,381          404,251
                                                 -------------    -------------
                                                   12,683,291       11,425,741
                                                 -------------    -------------
           Asset allocation subaccounts
             Balanced                               2,854,256 *      2,837,425 *
           Fixed income subaccount
             Bond                                   1,496,435        1,339,471
           Flexible equity subaccount
             Growth and Income                      1,608,814        1,533,871
           International equity subaccount          2,009,226        1,159,433
         ORI common stock pooled account            7,880,866 *      6,487,026 *
                                                 -------------    -------------
                                                 $ 28,532,888     $ 24,782,967
                                                 =============    =============
         Investment at contract value
         Guaranteed Interest Fund                $ 20,021,266 *   $ 22,612,408 *



        *Exceeds 5% of net Plan assets at December 31, 2005 and 2004.

         The net  appreciation  in fair  value of the Plan's  insurance  company
         pooled  separate  accounts for the year ended  December  31, 2005,  was
         $1,216,379.

                                       6



The Republic Mortgage Insurance Company and Affiliated Companies
Profit Sharing Plan
Notes to Financial Statements
December 31, 2005 and 2004
--------------------------------------------------------------------------------

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, 2005 and 2004 was  $20,021,266 and
         $22,612,408, respectively. The average yield and crediting rates ranged
         from 4.0% to 4.7% for 2005 and 2004.  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 $77,693 for the year ended December 31, 2005.

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, 2005.

                                       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, 2005                                                     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                            22,577             $ 3,904,534
      Small Cap Equity                            2,562               2,518,187
      Indexed Equity                              8,142               2,672,805
      Small Cap Growth                            7,384               1,244,282
      Mid Cap Value                               8,476               1,800,409
      Mid Cap Growth                                492                 103,693
      Large Cap Growth                            2,860                 439,381
                                                                   -------------
                                                                     12,683,291

 *  Asset allocation subaccount
      Balanced                                   22,133               2,854,256
 *  Fixed income subaccount
      Bond                                        1,289               1,496,435
 *  Flexible equity subaccount
      Growth and Income                          22,795               1,608,814
 *  International Equity Subaccount               7,658               2,009,226
 *  ORI Common Stock Pooled Account             251,005               7,880,866
 *  Guaranteed Interest Fund                    188,209              20,021,266
    Participants loans                    4.0% to 7.25%                 971,124
                                                                   -------------
                                                                   $ 49,525,278
                                                                   =============

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

                                       8