Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CROWE A DERRILL MD
   2. Issuer Name and Ticker or Trading Symbol
PROASSURANCE CORP [PRA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
Chairman / Chief Executive Officer
(Last)
(First)
(Middle)
C/O PROASSURANCE CORPORATION, 100 BROOKWOOD PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
12/13/2004
(Street)

BIRMINGHAM, AL 35209-6811		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 12/13/2004   G V 2,240 (1) D (1) 342,917 D  
Common Stock               499,044 I IRA-Sterne Agee & Leach
Common Stock               78,866 I IRA-Morgan Stanley (2)
Common Stock               11,742 (3) I ProAssurance Group Savings and Retirement Plan [401(k)]
Common Stock               1,224 I Spouse
Common Stock               1,162,791 I Crowe Family Partners, Ltd.
Common Stock 12/13/2004   G V 2,240 (1) A (1) 49,168 I Trusts for the benefit of the reporting person's minor children

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 33.28             09/10/2004(4) 09/10/2014 Common Stock 50,000   50,000 D  
Employee Stock Option (Right to Buy) $ 22             09/04/2003(5) 03/04/2013 Common Stock 40,000   40,000 D  
Employee Stock Option (Right to Buy) $ 16.8             07/15/2002(6) 01/15/2012 Common Stock 60,000   60,000 D  
Employee Stock Option (Right to Buy) $ 24.68             06/20/2001 12/02/2007 Common Stock 109,341 (7)   109,341 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CROWE A DERRILL MD
C/O PROASSURANCE CORPORATION
100 BROOKWOOD PLACE
BIRMINGHAM, AL 35209-6811		   X     Chairman Chief Executive Officer

Signatures

 Frank B. O'Neil, Attorney-in-Fact for the Reporting Person   12/14/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares given to Trusts FBO the reporting person's minor children
(2) IRA formerly held at Smith Barney. Acount transfer effective 12/13/04
(3) These shares were allocated prior to August 29, 2002 and were exempt under Rule 16b-3
(4) The options vest in five equal installments commencing on September 10, 2004
(5) The options vest in five equal installments commencing on September 4, 2003
(6) The options vest in five equal installments commencing on July 15, 2002
(7) On June 27, 2001, in connection with the consolidation of Medical Assurance, Inc. and Professionals Group, Inc. under the ownership of ProAssurance Corporations (NYSE:PRA), each share of Medical Assurance, Inc. common stock was converted into one share of ProAssurance Corporation common stock, and each option to purchase Medical Assurance, Inc. common stock was converted into one option to purchase ProAssurance Corporation common stock. The acquisitions reported herein reflect shares of ProAssurance Corporation common stock and stock options acquired beneficially by the reporting person in exchange for the surrender of shares and stock options owned beneficially in Medical Assurance, Inc. The acquisition of ProAssurance Corporation shares and options 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.

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