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): April 10, 2006

                            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)
|_|  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 8.01 Other Events.

     On December 8, 2005 ProAssurance Corporation (the "Registrant") and
Physicians Insurance Company of Wisconsin, Inc. ("PIC Wisconsin") entered into
an Agreement and Plan of Merger which provides for the merger of PIC Wisconsin
into a newly formed wholly owned subsidiary of the Registrant. Under the terms
of the merger agreement, the shares of common stock of PIC Wisconsin will be
converted into and exchanged for shares of Registrant's common stock at the
effective time of the merger. The Registrant is required to register the shares
to be issued in the merger under the Securities Act of 1933 and has filed a
registration statement with the SEC on Form S-4 (the 'Registration Statement")
(Commission File Number: 333-131874) in order to register the shares

     This transaction requires various regulatory approvals, including that of
the Office of the Commissioner of Insurance of the State of Wisconsin (the
"Wisconsin OCI"). In order to obtain that approval we have filed with the
Wisconsin OCI a document commonly referred to as a Form A, providing information
relevant to the merger.

     The Wisconsin OCI has posted much of the Form A on its website
(www.oci.wi.gov) and will post amendments to that Form A, and other information
as it deems necessary. We are filing this Current Report on Form 8K to comply
with SEC Rule 425 to provide copies of those Amendments that we believe will be
posted by the Wisconsin OCI. We will continue to file Amendments and other
information that we provide to the Wisconsin OCI and that we believe will be
posted by the Wisconsin OCI to their website. However, the Wisconsin OCI
maintains the contents of its website and we may not be aware of all materials
they post on that website.

     The merger is also subject to approval of the shareholders of PIC
Wisconsin. The Registration Statement filed with the SEC includes a proxy
statement-prospectus that will be used to solicit proxies for the meeting of the
shareholders of PIC Wisconsin that will be held to consider and vote upon the
merger. Shareholders of PIC Wisconsin are urged to read the Registration
Statement (and the proxy statement-prospectus included therein) as it includes
important information regarding the Registrant and the proposed merger. You may
obtain a free copy of the Registration Statement as well as other information
concerning the Registrant at the SEC's site on the internet
(http://www.sec.gov). Copies of the Registration Statement and the SEC filings
that will be incorporated by reference in the Registration Statement can be
obtained, without charge, from the Investor Relations section of the
Registrant's website, www.ProAssurance.com, or by directing a request to Frank
B. O'Neil, Senior Vice-President, Corporate Communications, 100 Brookwood Place,
Birmingham AL 35209, telephone (205) 877-4461.

     Caution Regarding Forward Looking Statements

     This report and exhibit contain 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 S-4 filed December 15, 2006, Form 10K for the most current year
ended December 31, 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:

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

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

     o    price competition;

     o    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;

     o    changes in laws or government regulations affecting medical
          professional liability insurance;

     o    changes to our ratings assigned by rating agencies;

     o    the effects of managed healthcare;

     o    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;

     o    significantly increased competition among insurance providers and
          related pricing weaknesses in some markets.

     o    our ability to achieve continued growth through expansion into other
          states or through acquisitions or business combinations;

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

     o    changes in our organization, compensation and benefit plans; and

     o    any other factors listed or discussed in the reports we file with the
          Securities and Exchange Commission under the Securities Exchange Act
          of 1934.

     Relating to the proposed transaction with PIC Wisconsin:

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

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

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

     o    the stockholders of PIC Wisconsin may fail to approve the merger; and

     o    governmental approvals of the merger may not be obtained, or adverse
          regulatory conditions may be imposed in connection with governmental
          approvals of 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 future
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.

Item 9.01 Financial Statements and Exhibits

Exhibit No.    Description
- -----------    -----------

   2.1         Letter to the Wisconsin OCI from Victor T. Adamo, President & COO
               of ProAssurance Corporation

   2.2         Letter to the Wisconsin OCI from Jack P. Stephenson, Esq.,
               Counsel to ProAssurance Corporation

   2.3         Letter to Jack P. Stephenson from Jeffrey B. Bartell, Esq.,
               Counsel to PIC Wisconsin


                                    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: April 10, 2006

                                                     PROASSURANCE CORPORATION


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

EX-2.1

Exhibit 2.1 / Letter to the Wisconsin OCI

                                  April 3, 2006

Mr. Tim Vande Hey
Insurance Financial Examiner - Advanced
Bureau of Financial Analysis and Examinations
125 South Webster Street
Madison, Wisconsin  53707-7873

Re:  Acquisition of Control of Physicians Insurance Company of Wisconsin, Inc.
     by ProAssurance Corporation (Case No. 06-C29893)

Dear Mr. Vande Hey:

Thank you for your letter of March 29, 2006 in regards to the above captioned
matter. The following information is in response to the items in your letter
that were requested in connection with your Office's review of the proposed
acquisition of control of Physicians Insurance Company of Wisconsin Inc.
(hereinafter also, "PIC-WI").

1.   In your response letter dated March 6, 2006, you indicated that current
     plans were to retain PIC-WI's surplus note. Please explain the rationale
     for maintaining the surplus note as the original intent of the surplus note
     related to a capitalization plan that appears no longer relevant to the
     company going forward.

     According to Article XIV, Section 14.01 of the Indenture for the PIC-WI
     surplus notes, (in the absence of an unfavorable "Tax Event," as defined in
     the indenture), the notes cannot be redeemed prior to May 24, 2009. If a
     "Tax Event" occurs, the Company may redeem the notes at a substantial
     financial penalty. Tax Event is defined in the Indenture as follows:

          "Tax Event" means that the Company shall have received an opinion of a
     nationally recognized independent tax counsel experienced in such matters
     to the effect that, as a result of (a) any amendment to, or change
     (including any announced prospective change) in, the laws or any
     regulations thereunder of the United States or any political subdivision or
     taxing authority thereof or therein, or (b) any official administrative
     pronouncement or judicial decision interpreting or applying such laws or
     regulations, which amendment or change is effective or which pronouncement
     or decision is announced on or after the date of the original issuance of
     the Surplus Notes, there is more than an insubstantial risk that, if the
     Company is organized and existing under the laws of the United States or
     any state thereof or the District of Columbia, interest payable by the
     Company on the Surplus Notes is not, or within 90 days of the date of such
     opinion will not be, deductible by the Company, in whole or in part, for
     United States federal income tax purposes."

     Accordingly, we do not foresee redeeming the surplus notes prior to May 24,
     2009. We will evaluate redemption of the notes as that date approaches.




2.   Please provide legal justification as to the transferability of PIC-WI
     outstanding shares of common stock. Your response should include discussion
     related to the original intent of transferability of the outstanding common
     shares of PIC-WI stock and any provisions and/or communication that you are
     aware of that were meant to restrict the transferability of the shares.

     The transferability of the PIC-WI shares is addressed in the attached
     letters from counsel. Jeffrey B. Bartell, Esq., counsel for PIC-WI
     addresses the question in PIC-WI's historical context. Jack P. Stephenson,
     Jr., counsel for ProAssurance addresses the question in the context of the
     exchange of the shares as a part of the proposed transaction.

3.   Nursing homes that are operated as a single entity with a hospital are
     required to participate in the Wisconsin Injured Patients & Families
     Compensation Fund (WI Compensation Fund) and to have their primary coverage
     with a licensed carrier. Currently, the majority of these nursing homes
     have their primary coverage placed with PIC-WI. Does ProAssurance
     Corporation intend to maintain this coverage? Please comment on
     ProAssurance Corporation's evaluation of this block of business and how you
     expect your decision to impact the nursing homes' ability to obtain this
     required coverage.

     ProAssurance intends for PIC-WI to continue to offer the referenced
     coverage in Wisconsin. ProAssurance is familiar with the maintenance of
     long-term care beds by licensed hospitals and insures such risks as a part
     of its hospital book of business.


4.   PIC-WI currently provides coverage to some Wisconsin physicians that render
     medical services on a part-time basis in Illinois. Generally, these
     physicians also have WI Compensation Fund coverage in excess of their
     primary limits. In the proposed post merger "Plan of Operation,"
     underwriting, policy administration, and risk management for the Illinois
     business of PIC-WI will be consolidated into ProAssurance Corporation's
     underwriting office in Okemos, Michigan, and the claims function will be
     consolidated into ProAssurance's Corporation's existing Lisle, Illinois
     office. Please identify which claims office will handle the claim of a
     Wisconsin doctor practicing in Illinois, if a suit is filed in Illinois.
     Will the claim stay with the office/region that issued the policy or will
     it be handled by the office that manages the Illinois claims?

     Wisconsin domiciled risks with incidental cross border exposures will
     continue to be underwritten and serviced by the Madison office of PIC-WI.
     However, should a claim arise in Illinois, that claim would be handled
     through the ProAssurance Illinois claims office located in Lisle, Illinois
     in consultation with the Madison office.

     ProAssurance believes that claims are best handled by the local office that
     is most familiar with that particular jurisdiction. It is customary in the
     ProAssurance system that the local office serving a particular claims venue
     will handle a claim in that venue even if it is underwritten in a different
     location. ProAssurance currently has 13 claims offices and several other
     single person claim operations located in various jurisdictions.




     We also note that, for example, should an Illinois insured of ProNational
     Insurance Company be sued in Wisconsin, that claim would be handled by the
     Madison office.

     All of the ProAssurance insurance companies act cooperatively in this and
     other regards pursuant to the Expense Allocation Agreement and Management
     Services Agreement that are attached to the Form A as Exhibits B and C,
     respectively.

5.   PIC-WI currently has a well regarded risk management program in place for
     its insureds. Please identify whether ProAssurance Corporation will
     maintain this specific program as it currently exists, or whether changes
     are anticipated to the program.

     ProAssurance intends to maintain a strong PIC-WI risk management presence
     in Wisconsin. Both ProAssurance and PIC-WI view risk management as an
     integral part of the service provided to healthcare clients so as to assist
     them to mitigate risks and, in turn, lower liability costs.

     In all of our principal jurisdictions, ProAssurance endeavors to maintain a
     strong risk management presence. ProAssurance's risk management department
     is led by our Medical Director who is an M.D. The risk management staff is
     comprised of 30 staff positions including 17 risk management professionals
     and three risk management vice-presidents, one resident in Okemos,
     Michigan, one resident in Washington, D.C., and one resident in Birmingham,
     Alabama.

     In sum, we intend to maintain PIC-WI's risk management program, but that
     program will change and be strengthened - as will the programs in all of
     our states - as we combine the expertise of ProAssurance and PIC-WI.

                                                     Sincerely,
                                                     /s/ Victor T. Adamo
                                                     Victor T. Adamo

VTA/lm

EX-2.2

Exhibit 2.2 / Letter to the Wisconsin OCI


Jack P. Stephenson, Jr.
Direct Dial: (205) 458-5201
Direct Fax: (205) 244-5708
Email: jstephen@burr.com

                                 March 31, 2006


Office of the Commissioner of Insurance
State of Wisconsin
125 South Webster Street
Madison, Wisconsin 53707-7873

Attention:  Mr. Tim Vande Hey
            Insurance Financial Examiner
            Bureau of Financial Analysis and
            Examination

     Re:  Acquisition of Control of Physicians Insurance Company of Wisconsin,
          Inc. by ProAssurance Corporation (Case No. 06-C29893)

Dear Mr. Vande Hey:

     We have acted as corporate and securities counsel for ProAssurance
Corporation ("ProAssurance") in connection with its proposed acquisition of
control of Physicians Insurance Company of Wisconsin, Inc. ("PIC-Wisconsin")
pursuant to the terms of the Agreement and Plan of Merger between ProAssurance
and PIC-Wisconsin dated December 8, 2005, as amended February 14, 2006 (the
"Merger Agreement"). We have been asked to respond to the request for additional
information in connection with the review by the Office of the Commissioner of
Insurance of Wisconsin ("OCI") set forth in your letter dated March 29, 2006. We
have been asked to address Item 2 which reads as follows:

               2. Please provide legal justification as to the transferability
          of PIC-WI outstanding shares of common stock. Your response should
          include a discussion related to the original intent of transferability
          of the outstanding shares of PIC-WI stock and any provision and/or
          communication that you are aware of that were meant to restrict the
          transferability of the shares.

     We have enclosed a letter from Jeffrey B. Bartell of Quarles & Brady LLP,
counsel for PIC-Wisconsin, that addresses the original intent of the
restrictions on the transferability of the outstanding shares of PIC-Wisconsin
stock. As indicated in the letter, the shares were initially issued pursuant to
exemption from registration under the federal securities laws provided by
Section 3(a)(11) of the Securities Act of 1933 and Rule 147 promulgated
thereunder (the so-called "intra-state exemption"). That exemption required that
the shares not be transferred to persons who are not Wisconsin residents for a
certain period of time after the completion of the offering. The transferability
of the shares was not prohibited. The restriction was placed on the shares to
ensure compliance with the intra-state exemption.

     Mr. Bartell further discusses the Shareholder Rights Agreement that was
adopted by the Board of Directors of PIC-Wisconsin to discourage transfers of
PIC-Wisconsin stock that could result in a change of control of PIC-Wisconsin
without the prior approval of the PIC-Wisconsin board. While the Shareholder
Rights Agreement does not restrict the transferability of the shares of
PIC-Wisconsin's stock, the rights, when triggered, adversely affect the
purchaser of the shares thereby discouraging the transfer of the shares in a
transaction that triggers the issuance of rights under the Shareholder Rights
Agreement. The Merger Agreement has been approved by the PIC-Wisconsin board of
directors, and as Mr. Bartell indicated, the board amended the Shareholder
Rights Plan to exempt ProAssurance and the transactions contemplated by the
Merger Agreement from its application.




     Mr. Bartell concludes his letter with his opinion that there are no
restrictions on transfer of the PIC-Wisconsin common stock that would affect or
limit the exchange of PIC-Wisconsin stock for ProAssurance stock as contemplated
by the Merger Agreement. In addition, we are of the further opinion that the
proposed acquisition of control of PIC-Wisconsin will constitute a corporate
transaction involving the conversion of PIC-Wisconsin's stock (as opposed to a
transfer of the shares). The change of control will be accomplished by the
merger of PIC-Wisconsin and a subsidiary of ProAssurance, Physicians Merger
Company, Inc., under the terms of the Merger Agreement. If the Merger Agreement
is approved by the stockholders of PIC-Wisconsin and other regulatory approvals
are obtained, Physicians Merger Company, Inc. will be merged into PIC-Wisconsin;
the outstanding shares of PIC-Wisconsin will be converted into shares of
ProAssurance common stock; and the outstanding shares of Physicians Merger
Company will be converted into shares of PIC-Wisconsin so that PIC-Wisconsin
will survive as a wholly owned subsidiary of ProAssurance. The merger agreement
provides that the outstanding shares of PIC-Wisconsin common stock will
automatically be converted into shares of ProAssurance common stock at the
completion of the merger. Certificates for shares of PIC-Wisconsin common stock
will be deemed to evidence the number of shares of ProAssurance common stock
which the holder is entitled to receive under the terms of the Merger Agreement
until the certificates are physically surrendered in exchange for certificates
of ProAssurance stock.

     There will be no restriction on the transferability of the ProAssurance
common stock issued under the Merger Agreement (except for limitations on the
manner of sale of shares by control persons of PIC-Wisconsin under SEC Rule
145). As you are aware, ProAssurance has filed a registration statement with the
SEC to register the shares of ProAssurance common stock to be issued to the
holders of PIC-Wisconsin common stock under the Merger Agreement. The
ProAssurance shares to be issued in the merger will be listed on the New York
Stock Exchange and will be eligible for trading immediately after the merger.
The merger has been structured so that all PIC-Wisconsin shareholders will have
the opportunity to continue to own stock in the combined companies and so that
those who do not want to continue to own the stock may sell the shares in the
public market at any time after the merger.

     We trust you will find our letter and the letter from Mr. Bartell
responsive to your request. Please let us know if you desire any additional
information.

                                                     Yours very truly,
                                                     /s/ Jack P. Stephenson, Jr.
                                                     Jack P. Stephenson, Jr.

EX-2.3

Exhibit 2.3 / Letter to Counsel for ProAssurance


                                  April 3, 2006


Jack P. Stephenson, Jr.
Burr & Forman LLP
420 N. 20th Street, Suite 3100
Birmingham, Alabama 35203

     RE: ProAssurance Form A Proceeding
     ----------------------------------

Dear Jack:

     Because we represented PIC Wisconsin during its initial capitalization and
have continued to serve as its general counsel, you have asked us to respond to
one of the inquiries in the letter dated March 29, 2006 from Tim Vande Hey of
OCI to Vic Adamo of ProAssurance relating to ProAssurance's Form A filing. Mr.
Vande Hey asked for information regarding the transferability of PIC's shares
and the reasons for any transfer restrictions.

     For the first few years of PIC Wisconsin's existence, physicians could not
purchase insurance from PIC Wisconsin without also purchasing stock in the
company. The initial public offering of the Company's common stock to those
physicians was made under the "intrastate offering" exemption from registration
and Rule 147 of the federal Securities Act of 1933. As stated in the Prospectus
for the offering, the provisions of that exemption:

     ". . . require, among other things, that offers and sales may be made only
     to persons resident in Wisconsin, that resales must be limited during the
     offering and within nine months thereafter to Wisconsin residents, that a
     legend be placed on the stock certificates stating that the securities are
     not registered with the Securities and Exchange Commission and setting
     forth limitations on resale described above, that investors affirm their
     Wisconsin residency, and that the transfer agent of the stock comply with
     all transfer restrictions described above."

     Most of PIC's outstanding shares are evidenced by certificates that include
a legend reflecting this transfer restriction. The legend was meant to assist
PIC Wisconsin in preserving the federal securities law exemption, requiring an
opinion of transferor's counsel that the transaction will not impair the
exemption. PIC's initial public offering ended in January, 1990. Therefore, the
rationale for this limitation on transfer expired nine months after the end of
the offering, and the original transfer restriction was no longer applicable
after October, 1990. Since that time the Company has not required any transferor
to provide an opinion of counsel.

     In November, 2004, PIC Wisconsin entered into a shareholder rights
agreement (the "Rights Agreement") to protect its shareholders from takeover
attempts on terms that are not acceptable to PIC's board of directors. In
general, the Rights Agreement imposes a significant penalty upon any person,
group or company, unless exempted, that acquires or enters into an agreement to
acquire 15% or more of the outstanding PIC Wisconsin common stock. In light of
the adoption of the Rights Agreement, beginning in late 2004, PIC Wisconsin
began issuing certificates upon requests for transfer that included both the
original legend and a legend making reference to the Rights Agreement.




     As is customary in board-approved transactions, PIC Wisconsin amended the
Rights Agreement to exempt ProAssurance, the Agreement and Plan of Merger
between PIC Wisconsin and ProAssurance (the "Merger Agreement") and the merger
from the Rights Agreement penalty, and to provide that the Rights Agreement will
terminate in all respects immediately prior to the effective time of the merger.
Thus, holders of rights under the Rights Agreement will not be able to exercise
those rights as a result of the Merger Agreement and the merger.

     As you know, under state and federal securities laws, the transferability
of a security may depend upon the particular transaction. Based upon a review of
the Merger Agreement, the Form S-4 registration statement and the applicable
federal and state law, it is our opinion there are no restrictions on the
transfer of PIC Wisconsin stock that would affect or limit the exchange of any
shares of PIC stock for ProAssurance stock as contemplated by the Merger
Agreement.

                                                          Very truly yours,
                                                          QUARLES & BRADY LLP
                                                          /s/ Jeffrey B. Bartell
                                                          Jeffrey B. Bartell

JBB:bjl
740266.00035
cc: William T. Montei