Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Thomas Darryl Keith
2. Date of Event Requiring Statement (Month/Day/Year)
12/19/2005
3. Issuer Name and Ticker or Trading Symbol
PROASSURANCE CORP [PRA]
(Last)
(First)
(Middle)
C/O PROASSURANCE CORPORATION, 100 BROOKWOOD PLACE
4. 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 / Co-President of Subsidiary
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BIRMINGHAM, AL 35209-6811
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 8,796
D
 
Common Stock 1,320
I
Shares held in the ProAssurance Group Savings and Retirement Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 09/20/1997 02/12/2007 Common Stock 27,684 (1) $ 17.38 D  
Employee Stock Option (Right to Buy) 12/10/1999 02/26/2009 Common Stock 8,800 (1) $ 13.35 D  
Employee Stock Option (Right to Buy) 07/15/2002 01/15/2012 Common Stock 25,000 (2) $ 16.8 D  
Employee Stock Option (Right to Buy) 09/04/2003 09/03/2013 Common Stock 12,500 (3) $ 22 D  
Employee Stock Option (Right to Buy) 09/10/2004 09/10/2014 Common Stock 12,500 (4) $ 33.28 D  
Employee Stock Option (Right to Buy) 09/10/2005 09/10/2015 Common Stock 12,500 (5) $ 41.15 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thomas Darryl Keith
C/O PROASSURANCE CORPORATION
100 BROOKWOOD PLACE
BIRMINGHAM, AL 35209-6811
      Senior Vice-President Co-President of Subsidiary

Signatures

Darryl K. Thomas 12/19/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 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 Professionals Group, Inc. in connection with the consolidation of Medical Assurance, Inc. and Professionals Group, Inc., under the ownership of ProAssurance Corporation. The acquisiton of ProAssurance Corporation shares reported herein is exempt from Section 16 (b) of the Securities Exchange Act, as amended, by virtue of Rule 16 (b)-6.
(2) The options vest in five equal, yearly installments commencing on July 15, 2002
(3) The options vest in five equal, yearly installments commencing on September 4, 2003
(4) The options vest in five equal, yearly installments commencing on September 10, 2004
(5) The options vest in five equal, yearly installments commencing on September 10, 2005

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