SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CROWE A DERRILL MD (Last) (First) (Middle) C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE (Street) BIRMINGHAM AL 35209-6811 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROASSURANCE CORP [ PRA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) X Other (specify below) Chairman Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/12/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/12/2005		S		50,000	D	$51.37	394,061	D
Common Stock	12/13/2005		P		20	A	$51.34	20	I	Spouse as custodian for minor child
Common Stock								499,044	I	IRA-Sterne Agee & Leach
Common Stock								78,866	I	IRA-Morgan Stanley
Common Stock								11,742(1)	I	ProAssurance Group Savings and Retirement Plan [401(k)]
Common Stock								1,285	I	Spouse
Common Stock								1,162,791	I	Crowe Family Partners, Ltd.
Common Stock								51,468	I(2)	Trusts for the benefit of the reporting person's minor children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock OPtion (Right to Buy)	$41.15							09/10/2005(3)	09/10/2015	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)	$33.28							09/10/2004(4)	09/10/2014	Common Stock	10,000		40,000	D
Employee Stock Option (Right to Buy)	$22							09/04/2003(5)	03/04/2013	Common Stock	10,000		30,000	D
Employee Stock Option (Right to Buy)	$16.8							07/15/2002(6)	01/15/2012	Common Stock	20,000		40,000	D
Employee Stock Option (Right to Buy)	$24.68							06/20/2001	12/02/2007	Common Stock	109,341(7)		0	D

Explanation of Responses:

1. These shares were allocated prior to August 29, 2002 and were exempt under Rule 16b-3

2. Shares given to Trusts FBO the reporting person's minor children

3. The options vest in five equal installments commencing on September 10, 2005

4. The options vest in five equal installments commencing on September 10, 2004

5. The options vest in five equal installments commencing on September 4, 2003

6. The options vest in five equal installments commencing on July 15, 2002

7. On June 27, 2001, in connection with the consolidation of Medical Assurance, Inc. and Professionals Group, Inc. under the ownership of ProAssurance Corporations (NYSE:PRA), each share of Medical Assurance, Inc. common stock was converted into one share of ProAssurance Corporation common stock, and each option to purchase Medical Assurance, Inc. common stock was converted into one option to purchase ProAssurance Corporation common stock. The acquisitions reported herein reflect shares of ProAssurance Corporation common stock and stock options acquired beneficially by the reporting person in exchange for the surrender of shares and stock options owned beneficially in Medical Assurance, Inc. The acquisition of ProAssurance Corporation shares and options reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended (the "Act"), by virtue of Rule 16b-3(d) promulgated under the Act.

Remarks:

	A. Derrill Crowe, M.D.	12/13/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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