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 3, 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:

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

|_|  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 2.01. Completion of Acquisition or Disposition of Assets.

     On August 3, 2005, ProAssurance Corporation ("ProAssurance") completed its
acquisition of NCRIC Group, Inc. ("NCRIC") through the merger of NCRIC into a
newly formed, wholly-owned subsidiary of ProAssurance pursuant to the Agreement
and Plan of Merger dated February 28, 2005 between ProAssurance and NCRIC
("Merger Agreement"). In accordance with the Merger Agreement, each outstanding
share of NCRIC common stock was converted into 0.25 of a share of ProAssurance
common stock resulting in approximately 1.74 million shares of ProAssurance
common stock being issued in the transaction. The shares of ProAssurance common
stock issued in the merger were registered under the Securities Act of 1933
pursuant to a Registration Statement on Form S-4 (SEC File No. 333-124156) (the
"Registration Statement"). The merger is described in greater detail in the
proxy statement-prospectus included in the Registration Statement that was
mailed to the NCRIC stockholders on June 27, 2005. The number of issued and
outstanding shares of ProAssurance common stock increased to approximately 31.3
million as a result of the merger.

     For further information, reference is made to the news release dated August
3, 2005 which is included as Exhibit 99.1 to this Current Report on Form 8-K.


Item 7.01. Regulation FD Disclosure

     On August 3, 2005, ProAssurance Corporation announced the completion of its
acquisiton of NCRIC Group., Inc., and affirmed that the merger would be
effective upon the close of business on August 3, 2005. This follows
ProAssurance's announcement on August 2, 2005 that NCRIC's shareholders approved
the acquisition of NCRIC by ProAssurance. This acquisition is taking place
pursuant to a merger agreement dated February 28, 2005. A copy of the news
release announcing the closing is included as Exhibit 99.1 to this Current
Report on Form 8-K.


Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

     The audited consolidated balance sheets of NCRIC as of December 31, 2004
and 2003 and the consolidated statements of income and changes in cash flow for
the years ended December 31, 2004, 2003, and 2002 have been filed with the SEC
as part of NCRIC's Form 10-K/A for the year ended December 31, 2004 (File No.
0-25505), and are incorporated herein by reference.

     The unaudited consolidated balance sheet osf NCRIC as of March 31, 2005 and
2004 and the statements of income and cash flows for the three months ended
March 31, 2005 and 2004 are included in NCRIC's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2005, and are incorporated herein by this
reference.

                                       2





(b) Pro Forma Financial Information.

     The following unaudited pro forma condensed financial statements are
included as part of the Registration Statement and are incorporated herein by
reference: (i) unaudited consolidated balance sheet which gives effect to the
merger as if it had occurred on March 31, 2005; and (ii) unaudited consolidated
statements of income for the three months ended March 31, 2005 and for the year
ended December 31, 2004, each of which gives effect to the merger, treated as a
purchase, as if it had occurred on January 1, 2004; and (iii) notes to such pro
forma financial statements describing the pro forma adjustments.


(c) Exhibits

     Exhibit 99.1 - News release dated August 3, 2005

     We are furnishing the exhibit 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 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 3, 2005



                                           PROASSURANCE CORPORATION






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


                                       3

EX-99.1

                                                                    Exhibit 99.1

           ProAssurance Announces NCRIC Transaction Details

    BIRMINGHAM, Ala.--(BUSINESS WIRE)--Aug. 3, 2005--ProAssurance
Corporation (NYSE:PRA) announced today that the transaction merging
NCRIC Group, Inc. into ProAssurance will be effective at the close of
business on August 3, 2005. NCRIC will delist its stock on NASDAQ at
that time.
    NCRIC shareholders will receive 0.25 shares of ProAssurance common
stock for each share of NCRIC common stock they own. NCRIC shares will
be automatically converted at the effective time of the merger, thus
holders of NCRIC stock may begin trading their converted shares as
ProAssurance common stock on the NYSE on August 4, 2005. 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.

    About ProAssurance

    ProAssurance is a specialty insurer with more than $3.3 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.

    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;
        and

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

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