SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

O NEIL FRANK B

(Last)

(First)

(Middle)

C/O PROASSURANCE CORPORATION

100 BROOKWOOD PLACE

(Street)

BIRMINGHAM

35209-6811

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROASSURANCE CORP [ PRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Senior Vice-President		Assistant Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/11/2004		F		3,434⁽¹⁾⁽²⁾	D	$38.52	10,764	D
Common Stock	11/11/2004		M		5,000⁽²⁾	A	$38.52	14,198	D
Common Stock	11/11/2004		F		1,265⁽³⁾⁽⁴⁾	D	$38.52	9,198	D
Common Stock	11/11/2004		M		1,714⁽³⁾	A	$38.52	10,463	D
Common Stock	11/11/2004		F		1,350⁽³⁾⁽⁵⁾	D	$38.52	8,749	D
Common Stock	11/11/2004		M		1,768⁽³⁾	A	$38.52	10,099	D
Common Stock	11/11/2004		F		964⁽³⁾⁽⁶⁾	D	$38.52	8,331	D
Common Stock	11/11/2004		M		1,442⁽³⁾	A	$38.52	7,853	D
Common Stock								629	I	In Trust⁽³⁾
Common Stock								2,025	I	Shares held in the ProAssurance Group Savings and Retirement Plan
Common Stock								598	I	Shares held in childrens' UTMA accounts for which the reporting person is the trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$33.28							09/10/2004⁽⁷⁾	09/10/2014	Common Stock	12,500		12,500	D
Employee Stock Option (Right to Buy)	$22	11/11/2004		M			5,000⁽²⁾	09/04/2003⁽⁸⁾	03/04/2013	Common Stock	12,500	$0	7,500	D
Employee Stock Option (Right to Buy)	$16.8							07/15/2002⁽⁹⁾	11/05/2012	Common Stock	25,000		25,000	D
Employee Stock Option (Right to Buy)	$21.01	11/11/2004		M			1,442⁽³⁾	06/27/2001	12/07/2009	Common Stock	1,442⁽¹⁰⁾	$0	0	D
Employee Stock Option (Right to Buy)	$38.52	11/11/2004		A		964⁽¹¹⁾		11/11/2005	12/07/2009	Common Stock	964	$0	964	D
Employee Stock Option (Right to Buy)	$26.03	11/11/2004		M			1,768⁽³⁾	06/27/2001	12/01/2008	Common Stock	1,768⁽¹⁰⁾	$0	0	D
Employee Stock Option (Right to Buy)	$38.52	11/11/2004		A		1,350⁽¹¹⁾		11/11/2005	12/01/2008	Common Stock	1,350	$0	1,350	D
Employee Stock Option (Right to Buy)	$24.68	11/11/2004		M			1,714⁽³⁾	06/27/2001	12/02/2007	Common Stock	1,714⁽¹⁰⁾	$0	0	D
Employee Stock Option (Right to Buy)	$38.52	11/11/2004		A		1,265⁽¹¹⁾		11/11/2005	12/02/2007	Common Stock	1,265	$0	1,265	D

Explanation of Responses:

1. The 3,434 shares disposed of reflect 2,856 shares withheld by the issuer to fund the cashless exercise of 5,000 options on 11/11/04, and 578 shares withheld by the issuer to cover the associated tax liability.

2. Cashless exercise of options on 11/11/2004

3. Options exercised on 11/11/2004 by the surrender of shares previously owned for six months or more.

4. The 1,265 shares disposed of reflect 1,098 shares surrendered to the issuer to fund the cashless exercise of 1,714 options on 11/11/04and 167 shares surrendered to the issuer to cover the associated tax liability.

5. The 1,350 shares disposed of reflect 1,195 shares surrendered to the issuer to fund the cashless exercise of 1,768 options on 11/11/04, and 155 shares surrendered to the issuer to cover the associated tax liability.

6. The 964 shares disposed of reflect 787 shares surrendered to the issuer to fund the cashless exercise of 1,442 options on 11/11/04, and 177 shares surrendered to the issuer to cover the associated tax liability.

7. The options vest in five equal installments commencing on September 10, 2004

8. The options vest in five equal installments commencing on September 4, 2003

9. The options vest in five equal installments commencing on July 15, 2002

10. Reflects options to purchase shares of ProAssurance Corporation common stock acquired beneficially by the reporting person in exchange for surrender of options to purchase shares of Medical Assurance, Inc. in connection with the consolidation of Medical Assurance, Inc. and Professionals group under the ownership of ProAssurance Corporation. The acquisition of options to purchase ProAssurance shares reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended (the "Act"), by virtue of Rule 16b-3(d) promulgated under the Act.

11. These are automatic reload rights resulting from the exercise of options under an existing grant to purchase shares under the ProAssurance Corporation Incentive Compensation Stock Plan. These reload options vest one year from the date of grant, provided that the Reporting Person maintains ownership of the ProAssurance shares that were purchased upon the exercise of the subject options. The grant of reload options to purchase ProAssurance shares reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended ("the Act") by virtue of Rule 16b-3(d) promulgated under the Act.

Remarks:

	Frank B. O'Neil	11/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.