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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000074260-01-500013.txt : 20010619
<SEC-HEADER>0000074260-01-500013.hdr.sgml : 20010619
ACCESSION NUMBER:		0000074260-01-500013
CONFORMED SUBMISSION TYPE:	10-K405/A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010618

FILER:

	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:		10-K405/A
		SEC ACT:		
		SEC FILE NUMBER:	001-10607
		FILM NUMBER:		1662800

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405/A
<SEQUENCE>1
<FILENAME>rmic4.txt
<DESCRIPTION>FORM 11K 2000 ANNUAL REPORT
<TEXT>

         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. 5
                                              ---

    The undersigned registrant hereby amends the following items, financial

    statements, exhibits or other portions of its ANNUAL  REPORT  FOR  2000
                                                  -------------------------
    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: April 27, 2001                     By:       /s/  Paul D. Adams
      --------------                        -----------------------------------
                                                        (Signature)
                                                     Paul Dennis Adams
                                                   Senior Vice President,
                                                  Chief Financial Officer
                                                       and Treasurer



                                 Total Pages: 15

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                   ----------

                                   FORM 11-K

                                   ----------


                                 ANNUAL REPORT


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



                  For The Fiscal Year Ended December 31, 2000

                                   ----------


          REPUBLIC MORTGAGE INSURANCE COMPANY AND AFFILIATED COMPANIES
                              PROFIT SHARING PLAN


                                   ----------


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

<PAGE>


                                   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 udnersigned, 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 27, 2001

<PAGE>





The Republic Mortgage Insurance Company
and Affiliated Companies
Profit Sharing Plan
Financial Statements and Supplemental Schedules
December 31, 2000





<PAGE>

The Republic Mortgage Insurance Company and
  Affiliated Companies Profit Sharing Plan
Financial Statements and Supplemental Schedules
December 31, 2000
- --------------------------------------------------------------------------------

                                                                          Pages

Report of Independent Accountants                                           1


Financial Statements:

    Statements of Net Assets Available for Benefits
      at December 31, 2000 and 1999                                         2

    Statement of Changes in Net Assets Available for Benefits
       for the Year Ended December 31, 2000                                 3

    Notes to Financial Statements                                          4-7


Supplemental Schedules:

    Schedule of Assets Held for Investment Purposes at End of Year          8

    Schedule of Reportable Transactions                                     9


<PAGE>

                        Report of Independent Accountants


To the Participants and Administrator of
 The Republic Mortgage Insurance Company and
 Affiliated Companies Profit Sharing Plan


We were engaged to audit the financial statements and supplemental  schedules of
The Republic Mortgage Insurance Company and Affiliated  Companies Profit Sharing
Plan (the "Plan") at December 31, 2000 and 1999 and for the year ended  December
31, 2000, as listed in the accompanying  index.  These financial  statements and
schedules are the responsibility of the Plan's management.

As  permitted  by 29 CFR  2520.103-8  of the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974, the plan administrator  instructed us not to perform,  and
we did not perform,  any  auditing  procedures  with respect to the  information
summarized in Note 3, which was certified by Massachusetts Mutual Life Insurance
Company, the Trustee of the Plan, except for comparing such information with the
related  information  included  in the  financial  statements  and  supplemental
schedules.  We have been  informed  by the plan  administrator  that the Trustee
holds the Plan's investment  assets and executes  investment  transactions.  The
plan  administrator has obtained a certification from the Trustee as of December
31, 2000 and 1999 and for the year ended December 31, 2000, that the information
provided to the plan administrator by the Trustee is complete and accurate.

Because of the  significance  of the  information  that we did not audit, we are
unable  to,  and do  not,  express  an  opinion  on the  accompanying  financial
statements  and  schedules  taken  as a  whole.  The  form  and  content  of the
information included in the financial statements and schedules,  other than that
derived from the information  certified by the Trustee,  have been audited by us
in accordance with auditing standards generally accepted in the United States of
America and, in our opinion,  are presented in compliance with the Department of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement Income Security Act of 1974.


                                                 /s/ PricewaterhouseCoopers, LLP


April 27, 2001

                                       1

<PAGE>
<TABLE>
The Republic Mortgage Insurance Company and
  Affiliated Companies Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
- --------------------------------------------------------------------------------

                                                        2000             1999
                                                        ----             ----
<S>                                                <C>              <C>
Assets:
Investments af fair value:
 Insurance separate accounts:
  Domestic equity                                  $  5,791,800     $  6,586,967
  Asset allocation                                    2,543,985        2,711,329
  Fixed income                                          701,359          560,800
  International equity                                  644,719          543,323
  Flexible equity                                       137,799                -
                                                   ------------     ------------
                                                      9,819,662       10,402,419

 ORI common stock                                     3,571,017        2,593,337
 Participant loans                                      563,247          498,984
                                                   ------------     ------------
                                                     13,953,926       13,494,740

 Insurance company guaranteed
   interest account at contract value                13,429,161        9,994,327
                                                   ------------     ------------
         Total investments                           27,383,087       23,489,067

Employer contributions receivable                     2,735,720        2,762,287
                                                   ------------     ------------
         Total assets                                30,118,807       26,251,354



Liabilities:
Refund of participant contributions                      59,303          133,981
                                                   ------------     ------------
         Net assets available for benefts          $ 30,059,504     $ 26,117,373
                                                   ============     ============

</TABLE>

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

                                        2

<PAGE>
<TABLE>
The Republic Mortgage Insurance Company and
  Affiliated Companies Profit Sharing Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2000
- --------------------------------------------------------------------------------

<S>                                                                 <C>
Additions to net assets attributed to:
 Investments income:
  Net appreciation in fair value of investments                     $  3,787,010
  Interest - guaranteed interest account                                 716,552
  Interest - participant loans                                            40,779
                                                                    ------------
           Investment income                                           4,544,341
                                                                    ------------

 Contributions:
  Employer                                                             2,735,720
  Participants                                                           598,595
                                                                    ------------
                                                                       3,334,315
                                                                    ------------
           Total additions                                             7,878,656
                                                                    ------------


Deductions from net assets attributed to:
 Benefits paid to participants                                         3,932,518
 Administrative expenses                                                   4,007
                                                                    ------------
           Total deductions                                            3,936,525
                                                                    ------------
           Net increase                                                3,942,131

Net assets available for benefits:
 Beginning of year                                                    26,117,373
                                                                    ------------
 End of year                                                        $ 30,059,504
                                                                    ============

</TABLE>

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

                                        3

<PAGE>

The Republic Mortgage Insurance Company and
  Affiliated Companies Profit Sharing Plan
Notes to Financial Statements
December 31, 2000
- --------------------------------------------------------------------------------

1.      Description of Plan

        The following description of The Republic Mortgage Insurance Company and
        Affiliated  Companies  Profit  Sharing  Plan (the  "Plan")  is a defined
        contribution plan covering all employees of Republic Mortgage  Insurance
        Company,  RMIC Corporation,  and Republic Mortgage  Insurance Company of
        North  Carolina  (the  "Company"),  who have  completed  three months of
        service.  The  Plan  is  subject  to  the  provisions  of  the  Employee
        Retirement Income Security Act of 1974 (ERISA).

        See the Summary Plan  Description for additional  information  regarding
        the Plan.

        Contributions
        The Company  makes  contributions  to the Plan at the  discretion of the
        Company'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 10% of their  compensation  for any Plan year.  Contributions  are
        subject to certain limitations.

        Vesting
        Participant's  account balances provided by Company contributions 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 Company
        contributions,    Plan   earnings,   and   forfeitures   of   terminated
        participants' nonvested accounts. Allocations of Plan earnings are based
        on participants'  monthly account  balances.  Company  contributions and
        forfeitures are allocated based on annual  compensation of participants.
        Unallocated forfeitures totalled $441,215 at December 31, 2000.

        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,
        or  leaving  the  vested  value of  their  accounts  in the  Plan  until
        retirement.

        Withdrawals
        Participants may withdraw their voluntary contributions at anytime.

        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 Company contributions.


                                       4

<PAGE>

The Republic Mortgage Insurance Company and
  Affiliated Companies Profit Sharing Plan
Notes to Financial Statements
December 31, 2000
- --------------------------------------------------------------------------------

        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 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 as
        quoted in the Wall Street Journal at the loan inception  date. The loans
        are secured by the 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.

        Reclassification
        Certain  amounts in the  financial  statements at and for the year ended
        December 1999 have been reclassified to conform to the December 31, 2000
        financial statement presentation.

        Investment Valuation and Income Recognition
        The Plan's  guaranteed  interest  account is valued at  contract  value.
        Insurance  separate  accounts are reported by Massachusetts  Mutual Life
        Insurance  Company (the  "Trustee") at the fair value of the  underlying
        investments.  Participant  loans are  valued  at  carrying  value  which
        approximates  fair value.  Net unrealized  appreciation in fair value of
        investments  includes the reversal of previously  recognized  unrealized
        appreciation  (depreciation)  related to units sold  during the  period.
        Interest income is recorded on the accrual basis.

        Payment of Benefits
        Benefits are recorded  when paid.  At December 31, 2000 and 1999,  there
        were no significant  amounts owed to participants  who withdrew from the
        Plan.

        Income Taxes
        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.

        Certification of Trustee
        All  amounts  in  footnote  #3 were  obtained  from  data  that has been
        prepared and certified as complete and accurate by the Plan's Trustee.


                                       5

<PAGE>

The Republic Mortgage Insurance Company and
  Affiliated Companies Profit Sharing Plan
Notes to Financial Statements
December 31, 2000
- --------------------------------------------------------------------------------

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, international equity subaccount option and a guaranteed interest
        account.  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   Company's   parent,   Old  Republic
        International.

<TABLE>
                                                        2000             1999
                                                        ----             ----
<S>                                                <C>              <C>
Investments af fair value:
 Domestic equity:
  Core equity                                      $  2,143,575     $  3,076,873 *
  Small cap equity                                    1,677,643 *      1,494,276 *
  Indexed equity                                      1,616,761        2,015,818 *
  Large cap value                                       269,465                -
  Small cap growth                                       84,356                -
                                                   ------------     ------------
                                                      5,791,800        6,586,967
                                                   ------------     ------------

 Asset allocation:
  Balanced                                            1,486,532        2,568,664 *
  Destiny moderate                                      411,764           16,418
  Destiny aggressive                                    645,689          126,247
                                                   ------------     ------------
                                                      2,543,985        2,711,329
                                                   ------------     ------------

 Fixed income:
  Core bond                                             701,359          560,800
                                                   ------------     ------------

 Flexible equity:
  Emerging growth                                       137,799                -
                                                   ------------     ------------

 International equity                                   644,719          543,323

 ORI common stock                                     3,571,017 *      2,593,337 *

 Participant loans                                      563,247          498,984
                                                   ------------     ------------
                                                   $ 13,953,926     $ 13,494,740
                                                   ============     ============

Investment at contract value:
 Guaranteed interest                               $ 13,429,161 *   $  9,994,327 *
                                                   ============     ============

</TABLE>

*Exceeds 5% of Plan assets at December 31, 2000 and 1999.

                                       6

<PAGE>

The Republic Mortgage Insurance Company and
  Affiliated Companies Profit Sharing Plan
Notes to Financial Statements
December 31, 2000
- --------------------------------------------------------------------------------

        The Plan's investment's  (including  investments bought,  sold, and held
        during the year) net appreciated as follows:

                                                            Year  Ended
                                                            December 31,
                                                                2000


         ORI common stock                                   $  3,831,484
         Insurance separate accounts                             (44,474)
                                                            ------------
                                                            $  3,787,010
                                                            ============


4.      Investments

        In 2000, the Plan entered into 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  and charges for
        Plan  withdrawals and  administrative  expenses 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  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,
        2000 and 1999 was $13,429,161 and $9,994,327,  respectively. The average
        yield and crediting  interest rates were  approximately  7% for 2000 and
        1999.  The crediting  interest rate is based on an  agreed-upon  formula
        with the issuer, but cannot be less than five percent.

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 Republic Mortgage  Insurance Company (the "Company") on behalf of the
        Plan for the investment  management services amounted to $73,736 for the
        year ended December 31, 2000. Expenses incurred in the administration of
        the Plan are also paid by the Company.

        During December 1999, a new investment  option was made available to the
        Plan  participants  in a pooled  account that  invests  solely in common
        stock of the  Company's  parent,  Old  Republic  International,  that is
        publicly traded.

6.      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  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, 2000.

                                       7

<PAGE>





                             Supplemental Schedules



<PAGE>

The Republic Mortgage Insurance Company and
  Affiliated Companies Profit Sharing Plan
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 2000
- --------------------------------------------------------------------------------


<TABLE>
                                                        Number
                                                       of Units         Value
                                                       --------         -----
<S>                                                <C>              <C>
Insurance separate accounts:
 Domestic equity subaccount:
  Core equity                                               413     $  2,143,575
  Small cap equity                                        2,375        1,677,643
  Indexed equity                                          4,949        1,616,761
  Large cap value                                         1,848          269,465
  Small cap growth                                          604           84,356
                                                                    ------------
                                                                       5,791,800
                                                                    ------------

 Asset allocation subaccount:
  Balanced                                                4,083        1,486,532
  Destiny moderate                                        2,166          411,764
  Destiny aggressive                                      3,290          645,689
                                                                    ------------
                                                                       2,543,985
                                                                    ------------

 Fixed income subaccount:
  Core bond                                                 663          701,359
                                                                    ------------

 Flexible equity subaccount:
  Emerging growth                                         1,110          137,799
                                                                    ------------

 International equity subaccount                          1,902          644,719

 ORI common stock                                       148,552        3,571,017

 Guaranteed interest account                            163,557       13,429,161

 Participant loans                                                       563,247
                                                                    ------------
                                                                    $ 27,383,087
                                                                    ============

</TABLE>

                                        8

<PAGE>


<TABLE>
The Republic Mortgage Insurance Company and
  Affiliated Companies Profit Sharing Plan
Schedule of Reportable Transactions
Year Ended December 31, 2000
- -----------------------------------------------------------------------------------------------------------------------------------

                                                                                  (f)           (g)         (h)
                                      (b)         (c)        (d)      (e)        Expense       Cost     Current Value       (j)
             (a)                  Description   Purchase   Selling   Lease    Incurred with     of       of Asset on      Net Gains
     Identity of Part Involved      of Asset     Price      Price    Rental    Transaction    Assets   Transaction Date   or (Loss)

<S>                               <C>           <C>        <C>       <C>      <C>             <C>      <C>                <C>

I.   Single transactions in excess of 5%.

     None


II.  Series of transactions with respect to any plan asset other than securities in excess of 5%.

     None


III. Series of transactions with respect to securities of the same issue in excess of 5%

     None


IV.  Any transactions with respect to securities with a person if any prior or subsequent transactions with such person exceeds 5%.

     None

</TABLE>



                                        9





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