8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549





                                    FORM 8-K

                                 CURRENT REPORT



                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934



         Date of Report (Date of earliest event reported): July 1, 2003

                            ProAssurance Corporation
             (Exact name of registrant as specified in its charter)

        Delaware                  001-16533                63-1261433
(State of Incorporation)    (Commission File No.)    (IRS Employer I.D. No.)


  100 Brookwood Place, Birmingham, Alabama                  35209
    (Address of Principal Executive Office )              (Zip code)

       Registrant's telephone number, including area code: (205) 877-4400






Item 7.       Financial Statements and Exhibits
- -------       ---------------------------------

              (c) Exhibits filed with this report:

              Number         Exhibit
              99.1           Copy of Registrant's press release, dated
                             July 1, 2003, publicly announcing the pricing and
                             terms of its private offering of convertible
                             debentures.


Item 9.       Results of Operations and Financial Condition
- ------        ---------------------------------------------

              The registrant has furnished this report to disclose for
Regulation FD purposes its public announcement of the pricing and terms of its
private offering of convertible debentures. A copy of the press release, dated
July 1, 2003, is included as exhibit 99.1 to this Report.




                                       2




                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



Date:  July 1, 2003


                              PROASSURANCE CORPORATION


                              By:  /s/ Howard H. Friedman
                              --------------------------------------------------
                                       Howard H. Friedman
                                       Chief Financial Officer


                                       3

EX-99

                                                                    Exhibit 99.1

              ProAssurance Announces Pricing Of Private
              Offering of Convertible Senior Debentures

    BIRMINGHAM, Ala.--(BUSINESS WIRE)--July 1, 2003--ProAssurance
Corporation (NYSE: PRA) announced today that it has priced a private
offering of $100 million of its 3.90% convertible senior debentures
due 2023. The offering is expected to close on July 7, 2003. This
amount does not include an option granted to the initial purchasers to
acquire up to $20 million in additional debentures.
    The offering has been made only to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933.
ProAssurance intends to use the net proceeds of the offering to repay
outstanding indebtedness under its existing term bank financing and
for general corporate purposes. The debentures are convertible into
shares of ProAssurance's common stock at an initial conversion price
of $41.83. Holders of the debentures can require ProAssurance to
repurchase the debentures on certain dates and upon the occurrence of
specified events.
    The securities to be offered have not been registered under the
Securities Act of 1933 or any state securities laws and unless so
registered may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and applicable
state securities laws. This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of these
securities.

    About ProAssurance

    ProAssurance Corporation is a specialty insurer with more than
$2.5 billion in assets and more than $630 million in gross written
premiums. The Company was formed by the combination of Medical
Assurance, Inc. and Professionals Group, Inc. in June 2001. As the
nation's fourth largest writer of medical professional liability
insurance, ProAssurance's subsidiaries, The Medical Assurance Company,
Inc., Medical Assurance of West Virginia, Inc., ProNational Insurance
Company and Red Mountain Casualty Insurance Company, Inc. are
recognized leaders in developing solutions which serve the needs of
the evolving health care industry. ProAssurance is the tenth largest
writer of personal auto coverage in Michigan through its subsidiary,
MEEMIC Insurance Company. A. M. Best assigns a rating of "Excellent"
to ProAssurance and its subsidiaries; Standard & Poor's assigns the
Company's professional liability carriers a "Strong" rating.

    Caution Regarding Forward Looking Statements

    This news release contains historical information as well as
forward-looking statements that are based upon ProAssurance's
estimates and anticipation of future events that are subject to
certain risks and uncertainties that could cause actual results to
vary materially from the expected results described in the
forward-looking statements. The words "anticipate," "believe,"
"estimate," "expect," "intend," "may," "preliminary," "project,"
"should," "will," and similar expressions are intended to identify
these forward-looking statements. There are numerous important factors
that could cause actual results to differ materially from those in the
forward-looking statements. Thus, sentences and phrases that convey
the Company's view of future events and trends in the medical
professional liability insurance marketplace are expressly designated
as Forward Looking Statements. The principal risk factors that may
cause actual results to differ materially from those expressed in the
forward-looking statements are described in various documents filed by
ProAssurance Corporation with the Securities and Exchange Commission,
including Form 10K for the year ended December 31, 2002 and Form 10Q
for the most recent quarter. In view of the many uncertainties
inherent in the forward-looking statements made in this document, the
inclusion of such information should not be taken as representation by
the Company or any other person that ProAssurance's objectives or
plans will be realized. ProAssurance expressly disclaims any
obligation to update or alter its forward looking statements whether
as a result of new information, future events or otherwise, except as
required by law.

    CONTACT: ProAssurance Corporation, Birmingham
             Frank B. O'Neil, 800/282-6242 or 205/877-4461
             foneil@ProAssurance.com