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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000813027-00-000010.txt : 20000214
<SEC-HEADER>0000813027-00-000010.hdr.sgml : 20000214
ACCESSION NUMBER:		0000813027-00-000010
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20000211

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OLD REPUBLIC INTERNATIONAL CORP
		CENTRAL INDEX KEY:			0000074260
		STANDARD INDUSTRIAL CLASSIFICATION:	SURETY INSURANCE [6351]
		IRS NUMBER:				362678171
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		
		SEC FILE NUMBER:	005-03156
		FILM NUMBER:		532620

	BUSINESS ADDRESS:	
		STREET 1:		307 N MICHIGAN AVE
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60601
		BUSINESS PHONE:		3123468100

	MAIL ADDRESS:	
		STREET 1:		307 N MICHIGAN AVE
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60601

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PACIFIC FINANCIAL RESEARCH INC
		CENTRAL INDEX KEY:			0000813027
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				954623796

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		9601 WILSHIRE BLVD
		STREET 2:		SUITE 800
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90210
		BUSINESS PHONE:		3102473939

	MAIL ADDRESS:	
		STREET 1:		9601 WILSHIRE BLVD
		STREET 2:		SUITE 800
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90210
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<TEXT>

                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                     SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                              (Amendment No.      1     )

                          OLD REPUBLIC INTERNATIONAL CORP.
                         ---------------------------------
                                  (Name of Issuer)


                                    COMMON STOCK
                          ---------------------------------
                            (Title of Class of Securities)


                                       680223104
                           ----------------------------------
                                     (CUSIP Number)


Check the following box if a fee is being paid with this statement. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(SeeRule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange
Act of 1934 (Act) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).


CUSIP No.  680223104


1.    NAME OF REPORTING PERSON
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          PACIFIC FINANCIAL RESEARCH, INC.
          T.I.N.:  95-4623796


2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

      (a)  The shares beneficially owned by a reporting person are held as a
           member of a group and such membership is expressly affirmed.

3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION

         9601 WILSHIRE BOULEVARD, SUITE 800
         BEVERLY HILLS, CALIFORNIA  90210

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
      5. SOLE VOTING POWER
          7,327,338

      6. SHARED VOTING POWER
          0

      7.  SOLE DISPOSITIVE POWER
          7,327,338

      8.  SHARED DISPOSITIVE POWER
          0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          7,327,338

     10.  CHECK BOX IF THE AGGREGATED AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
               6.0%

     12.  TYPE OF REPORTING PERSON*
          I/A Investment Advisor

                               SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

                                          February 10, 2000


                                          /S/
                                          James H. Gipson
                                          President




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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