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): January 27, 2005

                            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 7.01  Regulation FD Disclosure

     On January 27, 2005 ProAssurance issued a news release in which the Company
reiterated that it will include the dilutive effect of 2,572,038 Contingent
Convertible shares in its fourth quarter and full-year 2004 earnings per share
calculation. This will bring the Company into compliance with EITF 04-8, The
Effect of Contingently Convertible Debt on Diluted Earnings per Share, which
requires the accounting change for periods ending after December 15, 2004.

     The Company said that in calculating diluted earnings per share after the
adoption of EITF 04-8 it will use an approximate weighted share average of
32,036,000 for the fourth quarter of 2004, and 31,984,000 for the full year and
after-tax interest expense of approximately $742,000 for the fourth quarter and
$3.0 million for the year.

     ProAssurance also said it will report fourth quarter and year-end 2004
results prior to the start of normal NYSE trading hours on Wednesday, February
23, 2005.

     A copy of this press release is attached as Exhibit 99.1.


Item 9.01  Financial Statements and Exhibits

     Exhibit 99.1 - Press release dated January 27, 2005.


We are furnishing the exhbit to this Form 8-K in accordance with item 7.01,
Regulation FD Disclosure. The exhibit shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange
Act"), or otherwise subject to the liability of such section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, regardless of the general
incorporation language of such filing, except as shall be expressly set forth by
specific reference in such filing.



                                    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: January 28, 2005



                                           PROASSURANCE CORPORATION




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

EX-99.1

                                                                    EXHIBIT 99.1

ProAssurance Corporation Will Include Effect of Contingent Convertible
          Shares in Year-End and Fourth Quarter 2004 Results;
              Results to Be Released on February 23, 2005

    BIRMINGHAM, Ala.--(BUSINESS WIRE)--Jan. 27, 2005--ProAssurance
Corporation (NYSE:PRA) today reiterated that it will include the
dilutive effect of 2,572,038 Contingent Convertible shares in its
fourth quarter and full-year 2004 earnings per share calculation. This
will bring the Company into compliance with EITF 04-8, The Effect of
Contingently Convertible Debt on Diluted Earnings per Share, which
requires the accounting change for periods ending after December 15,
2004.
    In calculating diluted earnings per share after the adoption of
EITF 04-8 ProAssurance will use an approximate weighted share average
of 32,036,000 for the fourth quarter of 2004, and 31,984,000 for the
full year and after-tax interest expense of approximately $742,000 for
the fourth quarter and $3.0 million for the year.
    ProAssurance will report fourth quarter and year-end 2004 results
prior to the start of normal NYSE trading on Wednesday, February 23,
2005. ProAssurance's management team will discuss the reported results
and the Company's view of its industry in a conference call at 10:00
AM ET that day.
    Investors in North America who wish to participate by phone may
call (877) 407-8293; international investors should call (201)
689-8349. The conference call will also be webcast on
StreetEvents.com, and through the Investor Relations section of
ProAssurance.com.
    A telephone replay of the conference call will be available
through March 2, 2005 at (877) 660-6853 or (201) 612-7415 using
account number 4400 and access code 133424. An internet replay will be
available through March 15, 2005 at ProAssurance.com and
Streetevents.com

    About ProAssurance

    ProAssurance Corporation is a specialty insurer with more than
$3.2 billion in assets and over $740 million in gross written
premiums. As the nation's fourth largest writer of medical
professional liability insurance, our principal professional liability
subsidiaries, The Medical Assurance Company, 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. We are the tenth largest writer
of personal auto coverage in Michigan through our subsidiary, MEEMIC
Insurance Company. A.M. Best assigns a rating of "A-" (Excellent) to
ProAssurance and our principal subsidiaries, Standard & Poor's assigns
our principal professional liability carriers a rating of "A-"
("Strong), and Fitch assigns a rating of "A-" to our subsidiaries The
Medical Assurance Company, ProNational Insurance Company and MEEMIC
Insurance Company.

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