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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
MORELLO JAMES J
   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)
Treasurer / Senior Vice-President
(Last)
(First)
(Middle)
C/O PROASSURANCE CORPORATION, 100 BROOKWOOD PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
12/12/2005
(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 12/12/2005   F   3,716 (1) D $ 51.14 25,568 D  
Common Stock 12/12/2005   M   5,000 (2) A $ 51.14 29,284 D  
Common Stock 12/12/2005   F   1,453 (3) D $ 51.14 24,284 D  
Common Stock 12/12/2005   M   2,500 (2) A $ 51.14 25,737 D  
Common Stock 12/12/2005   F   4,049 (4) D $ 51.14 23,237 D  
Common Stock 12/12/2005   M   8,000 (2) A $ 51.14 27,286 D  
Common Stock               4,755 I Shares held in the ProAssurance Group Savings and Retirement Plan
Common Stock               3,148 I Owned in Reporting Person's IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 12/12/2005   M     5,000 (2) 09/10/2004(6) 09/10/2014 Common Stock 5,000 $ 0 7,500 D  
Employee Stock Option (Right to Buy) $ 22 12/12/2005   M     2,500 (2) 09/04/2003(7) 03/04/2013 Common Stock 2,500 $ 0 5,000 D  
Employee Stock Option (Right to Buy) $ 16.8 12/12/2005   M     8,000 (2) 07/15/2002(8) 01/15/2012 Common Stock 8,000 $ 0 8,000 D  
Employee Stock Option (Right to Buy) $ 41.15             09/10/2005(5) 09/10/2015 Common Stock 12,500   12,500 D  
Employee Stock Option (Right to Buy) $ 41.5             06/29/2006(9) 12/09/2009 Common Stock 1,279   1,279 D  
Employee Stock Option (Right to Buy) $ 41.5             06/29/2006(9) 12/01/2008 Common Stock 1,618   1,618 D  
Employee Stock Option (Right to Buy) $ 41.5             06/29/2006(9) 12/02/2007 Common Stock 1,886   1,886 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MORELLO JAMES J
C/O PROASSURANCE CORPORATION
100 BROOKWOOD PLACE
BIRMINGHAM, AL 35209-6811		       Treasurer Senior Vice-President

Signatures

 James J. Morello   12/13/2005
**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) The 3,716 shares disposed of reflect 3,254 shares withheld by the issuer to fund the cashless option exercise of 5,000 options on 12/12/05 and 462 shares withheld by the issuer to cover the associated tax liability.
(2) Cashless exercise of options on 12/12/05
(3) The 1,453 shares disposed of reflect 1,076 shares withheld by the issuer to fund the cashless option exercise of 2,500 options on 12/12/05 and 377 shares withheld by the issuer to cover the associated tax liability.
(4) The 4,049 shares disposed of reflect 2,628 shares withheld by the issuer to fund the cashless option exercise of 8,000 options on 12/12/05 and 1,421 shares withheld by the issuer to cover the associated tax liability.
(5) The options vest in five equal, yearly installments commencing on September 10, 2005
(6) The options vest in five equal, yearly installments commencing on September 10, 2004
(7) The options vest in five equal, yearly installments commencing on September 4, 2003
(8) The options vest in five equal, yearly installments commencing on July 15, 2002
(9) 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 16v-3(d) promulgated under the Act.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.