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): August 2, 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


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|X|  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

|X|  Soliciting material pursuant to Rule 14a-12 under the Securities
     Act (17 CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-(c) under the
     Exchange Act (17CFR 240.13e-(c))





Item 7.01 Regulation FD Disclosure

               On August 2, 2005 ProAssurance Corporation announced that
          shareholders of NCRIC Group, Inc. have approved NCRIC Group's merger
          into ProAssurance.

               NCRIC Group's merger into ProAssurance is expected to be declared
          effective upon the close of business on August 3, 2005. Each share of
          NCRIC common stock will be converted into 0.25 shares of ProAssurance
          common stock automatically at the effective time of the merger. NCRIC
          expects to delist its stock on NASDAQ at that time. Holders of NCRIC
          shares may begin trading their converted shares as ProAssurance common
          stock on the NYSE on August 4, 2005, the day following the expected
          effective time of the merger. Record holders of NCRIC common stock
          will receive instructions for exchanging their certificates of NCRIC
          common stock for certificates of ProAssurance common stock within the
          next few days.

               A copy of the news release issued by ProAssurance disclosing the
          proposed transaction is attached as Exhibit 99.1 to this report and is
          incorporated into this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits

          Exhibit 99.1 - News release dated August 2, 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:  August 2, 2005



                                              PROASSURANCE CORPORATION




                                              By:  /s/ Edward L. Rand, Jr.
                                              ----------------------------------
                                                       Edward L. Rand, Jr.
                                                       Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1

                    NCRIC Group, Inc. Shareholders
             Approve Merger into ProAssurance Corporation


    WASHINGTON & BIRMINGHAM, Ala.--(BUSINESS WIRE)--Aug. 2,
2005--NCRIC Group, Inc. (NASDAQ: NCRI) and ProAssurance Corporation
(NYSE: PRA) jointly announced that NCRIC's shareholders have approved
NCRIC's merger into ProAssurance. The approval came at today's special
meeting of shareholders in which an overwhelming majority of votes
cast were in favor of the transaction.
    NCRIC's merger into ProAssurance is expected to be declared
effective at the close of business on August 3, 2005. NCRIC also
expects to delist its stock at that time. NCRIC shareholders will
receive 0.25 shares of ProAssurance common stock for each share of
NCRIC stock they own. Instructions for submitting shares for
conversion will be mailed to NCRIC shareholders this week. In the
meantime, NCRIC shares may be traded as if they have been converted to
ProAssurance stock.
    ProAssurance's Chairman and CEO, A. Derrill Crowe, M.D., stated,
"The NCRIC transaction is an important step for us because of its
strategic fit in our organization. NCRIC is a well-established
organization that offers us significant penetration in Washington,
D.C., Delaware and Virginia, and brings an established core of
insurance professionals into our Company. As we complete this
transaction, we believe ProAssurance is stronger and better positioned
to serve our customers than ever before."
    With the completion of the transaction, ProAssurance will have
$3.3 billion in assets and will serve policyholders in 22 states and
the District of Columbia. NCRIC, Inc., NCRIC Group's insurance
subsidiary, will continue to service the mid-Atlantic region as a
wholly owned subsidiary of ProAssurance Corporation and will operate
out of NCRIC's Washington, D.C. office.
    R. Ray Pate, President and CEO of NCRIC Group, Inc., added, "We
are pleased with the value this transaction has brought to our
shareholders, and we're excited about the opportunities for us to
better serve our policyholders as part of a larger, stronger
organization."

    About ProAssurance

    ProAssurance is a specialty insurer with more than $3.2 billion in
assets and $790 million in gross written premiums in 2004. As the
nation's fourth largest writer of medical professional liability
insurance, ProAssurance's 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 healthcare 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 "A-" (Excellent) to ProAssurance and
its principal professional liability subsidiaries and MEEMIC; Standard
& Poor's assigns its principal professional liability carriers a
rating of "A-" ("Strong"); and Fitch assigns a rating of "A-" to its
subsidiaries, The Medical Assurance Company, ProNational Insurance
Company and MEEMIC Insurance Company.

    About NCRIC Group

    NCRIC is a healthcare financial services organization that assists
individual physicians and groups of physicians in managing their
practices by providing medical professional liability insurance,
practice management and financial services, and employee benefits plan
design and pension administration. In addition to its headquarters in
Washington, D.C., NCRIC has offices in Wilmington, Delaware;
Greensboro, North Carolina; Richmond and Lynchburg, Virginia; and
Charleston, West Virginia. NCRIC provides services to more than 4,600
physician clients.

    Caution Regarding Forward-Looking Statements

    This news release contains historical information as well as
forward-looking statements that are based upon our 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," "hopeful,"
"intend," "may," "optimistic," "preliminary," "project," "should,"
"will," and similar expressions are intended to identify these
forward-looking statements. There are numerous important factors that
could cause our actual results to differ materially from those in the
forward-looking statements. Thus, sentences and phrases that we use to
convey our view of future events and trends are expressly designated
as Forward-Looking Statements as are sections of this news release
clearly identified as giving our outlook on future business. 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 we file with the Securities and
Exchange Commission, including Form 10K for the year ended December
31, 2004 and Form 10Q for the most recent quarter.
    These forward-looking statements are subject to significant risks,
assumptions and uncertainties, including, among other things, the
following important factors that could affect the actual outcome of
future events:

    Relating to the ongoing operations of the combined companies:

    --  General economic conditions, either nationally or in our
        market area, that are worse than expected;

    --  regulatory and legislative actions or decisions that adversely
        affect our business plans or operations;

    --  price competition;

    --  inflation and changes in the interest rate environment;

    --  the performance of financial markets and/or changes in the
        securities markets that adversely affect the fair value of our
        investments or operations;

    --  changes in laws or government regulations affecting medical
        professional liability insurance and practice management and
        financial services;

    --  changes to our ratings assigned by A.M. Best;

    --  the effect of managed healthcare;

    --  uncertainties inherent in the estimate of loss and loss
        adjustment expense reserves and reinsurance; and changes in
        the availability, cost, quality, or collectibility of
        reinsurance;

    --  significantly increased competition among insurance providers
        and related pricing weaknesses in some markets;

    --  changes in accounting policies and practices, as may be
        adopted by our regulatory agencies and the Financial
        Accounting Standards Board; and

    --  changes in our organization, compensation and benefit plans.

    Relating to the proposed transaction with NCRIC:

    --  The business of ProAssurance and NCRIC may not be combined
        successfully, or such combination may take longer to
        accomplish than expected;

    --  the cost savings from the merger may not be fully realized or
        may take longer to realize than expected;

    --  operating costs, customer loss and business disruption
        following the merger, including adverse effects on
        relationships with employees, may be greater than expected;

    --  governmental approvals of the merger may not be obtained, or
        adverse regulatory conditions may be imposed in connection
        with governmental approvals of the merger;

    --  restrictions on our ability to achieve continued growth
        through expansion into other states or through acquisitions or
        business combinations; and

    --  the stockholders of NCRIC may fail to approve the merger.

    We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and
wish to advise readers that the factors listed above could affect our
financial performance and could cause actual results for future
periods to differ materially from any opinions or statements expressed
with respect to periods in any current statements. We do not undertake
and specifically decline any obligation to publicly release the result
of any revisions that may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements or
to reflect the occurrence of anticipated or unanticipated events.


    CONTACT: ProAssurance
             Frank B. O'Neil, 800-282-6242 or 205-877-4461
             foneil@ProAssurance.com
             or
             NCRIC Group
             Eric R. Anderson, 800-613-3615 or 202-969-3102
             anderson@NCRIC.com