S-8

Registration No.  333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PMA CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation or organization)	23-2217932 (I.R.S. Employer Identification No.)
380 Sentry Parkway Blue Bell, Pennsylvania (Address of Principal Executive Offices)	19422 (Zip Code)

PMA Capital Corporation 2007 Omnibus Incentive Compensation Plan

(Full title of the plan)

Robert L. Pratter, Esq.

Senior Vice President, General Counsel and Secretary

PMA Capital Corporation

380 Sentry Parkway

        Blue Bell, Pennsylvania 19422       

(Name and address of agent for service)

                      (610) 397-5435                        

(Telephone number, including area code, of agent for service)

with a copy to:

Justin P. Klein, Esquire

Ballard Spahr Andrews & Ingersoll, LLP

1735 Market Street, 51^st Floor

Philadelphia, Pennsylvania 19103-7599

(215) 665-8500

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Class A Common Stock, par value $5.00 per share(3)	2,552,686           shares	$10.74	$27,415,848	$842

(1) In addition, this Registration Statement also registers such additional shares as may be required to be issued under the 2007 Omnibus Incentive Compensation Plan in the event of a stock dividend, reverse stock split, stock split, reclassification or other significant event.

(2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been computed on the basis of $10.74 per share, the average of the high and low sales prices of the Class A Common Stock of the Company on The Nasdaq Global Market on June 6, 2007.

(3) Each share of Class A Common Stock includes a right to purchase Series A Junior Participating Preferred Stock.  Prior to the occurrence of certain events, the rights will not be exercisable or evidenced separately from the Class A Common Stock.

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PART I -INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be provided or sent to all persons who are eligible to participate and are granted Class A Common Stock under the PMA Capital Corporation 2007 Omnibus Incentive Compensation Plan as specified by Rule 428 under the Securities Act of 1933, as amended.

PART II -INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1.    Incorporation of Documents by Reference.

The following documents filed by PMA Capital Corporation with the Securities and Exchange Commission are incorporated herein by reference:

(a)   Annual Report on Form 10-K for the fiscal year ended December 31, 2006;

(b)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2007;

(c)   Current Reports on Form 8-K filed with the SEC on February 28, 2007, March 13, 2007, March 16, 2007, April 26, 2007 and May 15, 2007;

(d)   The description of Class A Common Stock set forth under Item 11 of our Registration Statement on Form 10/A, Amendment No. 3, as filed with the Securities and Exchange Commission on January 6, 1998, as amended by the information set forth in Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 and all other amendments and reports filed for the purpose of updating such description; and

(e)   The description of Preferred Stock Purchase Rights contained in our Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on May 5, 2000, including all amendments or reports filed for the purpose of updating such description.

All reports or other documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated by reference shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated herein by reference, modifies or replaces such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 2.  Description of Securities.

Not applicable.

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Item 3.  Interests of Named Experts and Counsel.

Not applicable.

Item 4.  Indemnification of Directors and Officers.

As permitted by the provisions for indemnification of directors and officers in the Pennsylvania Business Corporation Law (the “BCL”), which applies to us, our Amended and Restated Bylaws provide for indemnification of directors and officers for all expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

The right to indemnification provided in our Amended and Restated Bylaws includes the right to have the expenses incurred by such person in defending a civil or criminal action, suit or proceeding paid by the Company in advance of the final disposition of such action, suit or proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania law continues so to require, the payment of such expenses incurred by such person in advance of the final disposition of a proceeding may be made only upon delivery to the Company of an undertaking, by or on behalf of such person, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified under our Amended and Restated Bylaws or otherwise.  Indemnification under such provisions continues as to a person who has ceased to be a director, officer, employee or agent of the Company and inures to the benefit of his or her heirs, executors and administrators.

We maintain policies of insurance under which we and our directors and officers are insured subject to specified exclusions and deductible and maximum amounts against loss arising from any claim which may be made against us or any of our directors or officers by reason of any breach of duty, neglect, error, misstatement, omission or act done or alleged to have been done while acting in our or their respective capacities.

Item 5.  Exemption From Registration Claimed.

Not applicable.

Item 6.  Exhibits.

4.1 PMA Capital Corporation 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Appendix A to PMA Capital Corporation’s Proxy Statement dated March 27, 2007).

4.2 Specimen of Class A Common Stock Certificate.*

4.3 Rights Agreement, dated as of May 3, 2000, between PMA Capital Corporation and The Bank of New York, as Rights Agent (incorporated by reference to

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Exhibit 1 to PMA Capital Corporation’s Registration Statement on Form 8-A dated May 5, 2000).

5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality of the securities to be offered.*

23.1 Consent of Beard Miller Company LLP.*

23.2 Consent of Deloitte & Touche LLP.*

23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of Exhibit 5 to this Registration Statement on Form S-8).*

24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1 to PMA Capital Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).

24.2 Power of Attorney.*

___________________________

*           Filed herewith.

Item 7.  Undertakings.

The undersigned registrant hereby undertakes:

(a)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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Provided, however, that paragraphs (a)(i) and (a)(ii) of this Item 7 do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(b)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on June 7, 2007.

PMA CAPITAL CORPORATION
By:	/s/ Robert L. Pratter
	Robert L. Pratter, Senior Vice
	President, General Counsel and Secretary

/s/ Vincent T. Donnelly	President and Chief Executive Officer and a Director
Vincent T. Donnelly	(Principal Executive Officer)
/s/ William E. Hitselberger William E. Hitselberger	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Neal C. Schneider*	Non-Executive Chairman of the Board and a Director
Peter S. Burgess*	Director
Patricia A. Drago*	Director
J. Gregory Driscoll*	Director
Charles T. Freeman*	Director
James C. Hellauer*	Director
Richard Lutenski*	Director
James F. Malone III*	Director
John D. Rollins*	Director
Roderic H. Ross*	Director
L. J. Rowell, Jr. *	Director

*By: /s/ Robert L. Pratter

         Robert L. Pratter

         Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Exhibit Description
4.1	PMA Capital Corporation 2007 Omnibus Incentive Compensation Plan (incorporated by reference to Appendix A to PMA Capital Corporation’s Proxy Statement dated March 27, 2007).
4.2	Specimen of Class A Common Stock Certificate.*
4.3	Rights Agreement, dated as of May 3, 2000, between PMA Capital Corporation and The Bank of New York, as Rights Agent (incorporated by reference to Exhibit 1 to PMA Capital Corporation’s Registration Statement on Form 8-A dated May 5, 2000).
5	Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality of the securities to be offered.*
23.1	Consent of Beard Miller Company LLP.*
23.2	Consent of Deloitte & Touche LLP.*
23.3	Consent of Ballard Spahr Andrews & Ingersoll, LLP (included as part of Exhibit 5 to this Registration Statement on Form S-8).*
24.1	Powers of Attorney (incorporated by reference to Exhibit 24.1 to PMA Capital Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).
24.2	Power of Attorney.*

*  Filed herewith.

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EX-4.2

Exhibit 4.2

NUMBER		SHARES
A	[PMA CAPITAL CORPORATION LOGO]

INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA

CLASS A COMMON STOCK CUSIP 693419 20 2

SEE REVERSE FOR CERTAIN DEFINITIONS

This is to certify that

is the owner of

SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $5.00 EACH OF

PMA CAPITAL CORPORATION transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon the surrender of this certificate properly endorsed.  This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

The Corporation will furnish to any shareholder, upon request and without charge, a full or summary statement of the designations, preferences, limitations and relative rights of each class of stock authorized to be issued by the Corporation.

WITNESS the seal of the Corporation and the signatures of its duly authorized officers.

Dated:

Countersigned and Registered

[PMA Capital Corporation Corporate Seal]
	TREASURER	PRESIDENT

COUNTERSIGNED AND REGISTERED BY THE BANK OF NEW YORK

TRANSFER AGENT AND REGISTRAR

AUTHORIZED SIGNATURE

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT - _____ (Cust) Custodian _____ (Minor) under Uniform Gifts to Minors Act _____ (State)
TEN ENT - as tenants by the entireties	UNIF TRAN MIN ACT - _____ (Cust) Cusotidan _____ (Minor) under Uniform Transfers to Minors Act _____ (State)
JT TEN - as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

For value received, ____________________ hereby sell, assign, and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

____________________

Please print or typewrite name and address including postal zip code of assignee

________________________________________________________________________ Shares of the Class A Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ___________________________________________________________ Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises.

Dated, ____________________

 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE.  IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between PMA Capital Corporation and The Bank of New York, as Rights Agent, dated as of May 3, 2000 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of PMA Capital Corporation.  Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by a separate certificates and will no longer be evidenced by this certificate.  PMA Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor.  Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void.

EX-5

Exhibit 5

[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]

June 7, 2007

PMA Capital Corporation

380 Sentry Parkway

Blue Bell, PA 19422

Re: PMA Capital Corporation 2007 Omnibus Incentive Compensation Plan - Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to PMA Capital Corporation (the “Company”) in connection with the registration under the Securities Act of 1933, as amended, of 2,552,686 shares of the Company’s Class A Common Stock, par value $5.00 per share (the “Shares”), issuable under the PMA Capital Corporation 2007 Omnibus Incentive Compensation Plan (the “Plan”) pursuant to or upon exercise of awards of Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Bonus Stock, Dividend Equivalent Rights, other stock-based awards and performance awards granted under the Plan (collectively, “Awards”).

In rendering our opinion, we have reviewed the Plan and such certificates, documents, corporate records and other instruments and matters of law as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures.

The opinion expressed below is based on the assumption that persons acquiring the Shares will do so strictly in accordance with the terms of the Plan and will receive a prospectus containing all the information required by Part I of the Registration Statement on Form S-8 before acquiring such Shares.

Based on the foregoing, we are of the opinion that the Shares, when issued pursuant to or upon exercise of Awards granted under the Plan (including, where applicable, the payment of any exercise price, the satisfaction of any vesting restrictions and the achievement of any performance goals) in accordance with the terms and conditions thereof, will be legally issued, fully paid and non-assessable.

This opinion is limited to the matters expressly stated herein.  No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein.  We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting

PMA Capital Corporation

June 7, 2007

Page 2

from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention.

This opinion is limited to the laws of the Commonwealth of Pennsylvania.

We consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 being filed with respect to the offering of the Shares.

Very truly yours,

/s/ Ballard Spahr Andrews & Ingersoll, LLP

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of PMA Capital Corporation of our reports dated March 12, 2007, relating to the consolidated financial statements and consolidated financial statement schedules of PMA Capital Corporation and subsidiaries as of and for the years ended December 31, 2006 and 2005 and PMA Capital Corporation’s management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 and the effectiveness of internal control over financial reporting of PMA Capital Corporation as of December 31, 2006, which appear in the Annual Report on Form 10-K of PMA Capital Corporation for the year ended December 31, 2006.

We also consent to the incorporation by reference in the above Registration Statement of our reports dated March 12, 2007, relating to the December 31, 2006 and 2005 financial statements of Pennsylvania Manufacturers’ Association Insurance Company and the December 31, 2006 and 2005 consolidated financial statements of PMA Capital Insurance Company which also appear in the Annual Report on Form 10-K of PMA Capital Corporation for the year ended December 31, 2006.

/s/ Beard Miller Company LLP

Beard Miller Company LLP

Harrisburg, Pennsylvania

June 5, 2007

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements and financial statement schedules of PMA Capital Corporation dated March 16, 2005, appearing in the Annual Report on Form 10-K of PMA Capital Corporation for the year ended December 31, 2006.

We also hereby consent to the incorporation by reference in the above Registration Statement of our reports dated June 10, 2005 relating to the consolidated financial statements of PMA Capital Insurance Company and the financial statements of Pennsylvania Manufacturers’ Association Insurance Company, which also appear in the Annual Report on Form 10-K of PMA Capital Corporation for the year ended December 31, 2006.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, PA

June 7, 2007

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of PMA Capital Corporation, a Pennsylvania corporation (“PMA”), hereby makes, designates, constitutes and appoints Robert L. Pratter, William E. Hitselberger and Brad Shofran, and each of them (with full power to act without the others), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A)           in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of:

(i)           PMA’s Annual Report on Form 10-K for the year ended December 31, 2006 and all amendments thereto; and

(ii)           any and all registration statements pertaining to employee benefit plans of PMA or its subsidiaries, including, without limitation, amendments to PMA’s registration statements on Form S-8 (Registration Numbers 333-115426, 333-86796, 333-73240, 333-77111, 333-68855 and 333-45949); and

(B)           in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of PMA, of whatever class or series, offered, sold, issued, distributed, placed or resold by PMA, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such reports, registration statements, registrations, amendments, qualifications and notifications, to execute and deliver any and all other such documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on March 15, 2008.

IN WITNESS WHEREOF, the undersigned has executed this document as of the 9th day of May, 2007.

/s/ Patricia A. Drago           

Name:  Patricia A. Drago