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 9, 2008

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 Exchange Act (17 CFR 240.14a-12)

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

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.02     UNREGISTERED SALES OF EQUITY SECURITIES

As previously disclosed in registrant's Current Report on Form 8-K filed on June 2, 2008, registrant called for redemption on July 7, 2008, its 3.90% Convertible Senior Debentures due 2023 in aggregate principal amount of $107,600,000 (the "Debentures"). The holders of all of the Debentures elected to convert the Debentures into a total of 2,572,029 shares of registrant's common stock in accordance with the terms of the Debentures. The conversion rate under the Debentures was 23.9037 shares per $1,000 principal amount of the Debentures. The shares of common stock were issued without registration in reliance of the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, if and to the extent the issuance of the shares on conversion of the Debentures is deemed to constitute a sale under Section 2(3) of the act.

ITEM 7.01     REGULATION FD DISCLOSURE

On July 9, 2008 we issued a press release reporting ProAssurance’s inclusion in the Ward’s 50, a list of top performing property casualty insurance companies.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press release reporting ProAssurance’s inclusion in the Ward’s 50.

The information we are furnishing under Items 7.01 and 9.01 of this Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) as amended, or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, 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:	July 9, 2008
		PROASSURANCE CORPORATION
		By: /s/ Frank B. O’Neil
			Frank B. O’Neil
			Senior Vice President

2

EX-99.1

Exhibit 99.1

ProAssurance Honored by Ward’s as a 2008 Top Performer

BIRMINGHAM, Ala.--(BUSINESS WIRE)--ProAssurance Corporation (NYSE:PRA) is included in the 2008 Ward’s 50, the second straight year that the Company has been named to the prestigious list of top performing property-casualty insurance companies. As in 2007, ProAssurance is the only specialty medical professional liability carrier to be included in Ward’s list.

To identify the best performing property-casualty insurance companies in America, The Ward Group analyzed the financial performance of more than 3,000 insurance companies during the years 2003 to 2007. The elite group of companies that make up the 2008 Ward’s 50 are those that passed Ward’s rigorous safety and consistency screening process while achieving superior financial results.

Jeff Rieder, the President of Ward Group, said the Ward’s 50 companies are among the best at dealing with the realities of the current insurance market. He explained, “It is important for companies to remain focused on meeting revenue goals while maintaining an efficient operating model that enables them to meet customer demands. The best companies excel at balancing expense management, technology deployment and customer service.”

ProAssurance’s Chief Executive Officer, W. Stancil Starnes, agrees with Rieder. He said, “Real insurance protection can only be offered by those companies such as ProAssurance and the others on the Ward’s 50 list that achieve superior financial results over time.”

Ward’s analysis of the track records of its top 50 performers confirms that customer service is just as important as financial security. Mr. Rieder said, “Top performers anticipate the needs of their customers and find ways to work with them efficiently. As a result they are rewarded by keeping their business.” Mr. Starnes echoed that, saying, “We understand that financial security is only the first step in building a long lasting insurance relationship. That’s why we offer a customer-first approach to underwriting, claims handling and risk management that truly sets us apart and has made us the top choice for thousands of policyholders and top agents.”

About ProAssurance

ProAssurance Corporation is the nation's fifth largest writer of medical professional liability insurance through our principal subsidiaries The Medical Assurance Company, Inc., ProNational Insurance Company, NCRIC, Inc., Physicians Insurance Company of Wisconsin, Inc., and Red Mountain Casualty Insurance Company, Inc. We also write professional liability coverage through Woodbrook Casualty Insurance, Inc. ProAssurance is recognized as one of the top performing insurance companies in America by virtue of its inclusion in the Ward’s 50 for the past two years.

CONTACT:
ProAssurance Corporation
Frank B. O’Neil, 800-282-6242 or 205-877-4461
Sr. Vice President, Corporate Communications
& Investor Relations
foneil@ProAssurance.com