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): May 3, 2006

                            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:

|X|  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)
|_|  Soliciting material pursuant to Rule 14a-12 under the Securities
     Act (17 CFR 240.14a-12)
|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17CFR 240.14d-2(b))
|_|  Pre-commencement communications pursuant to Rule 13e-(c) under the
     Exchange Act (17CFR 240.13e-(c))





Item 8.01 Other Events.

     On  December  8,  2005  ProAssurance  Corporation  (the  "Registrant")  and
Physicians  Insurance Company of Wisconsin,  Inc. ("PIC Wisconsin") entered into
an Agreement  and Plan of Merger which  provides for the merger of PIC Wisconsin
into a newly formed wholly owned  subsidiary of the Registrant.  Under the terms
of the merger  agreement,  the shares of common stock of PIC  Wisconsin  will be
converted  into and  exchanged  for shares of  Registrant's  common stock at the
effective time of the merger.  The Registrant is required to register the shares
to be issued in the  merger  under  the  Securities  Act of 1933 and has filed a
registration  statement with the SEC on Form S-4 (the 'Registration  Statement")
(Commission File Number: 333-131874) in order to register the shares

     This transaction requires various regulatory  approvals,  including that of
the Office of the  Commissioner  of  Insurance  of the State of  Wisconsin  (the
"Wisconsin  OCI").  In order to obtain  that  approval  we have  filed  with the
Wisconsin OCI a document commonly referred to as a Form A, providing information
relevant  to the  merger.  On May 1,  2006,  the OCI  announced  that the public
hearing on the Form A has been  scheduled  for May 12,  2006,  and a copy of the
order scheduling the hearing has been filed as an exhibit to this report.

     The   Wisconsin  OCI  has  posted  much  of  the  Form  A  on  its  website
(www.oci.wi.gov)  and will post amendments to that Form A, and other information
as it deems  necessary.  We are filing this Current  Report on Form 8K to comply
with SEC Rule 425 to provide copies of those  Amendments that we believe will be
posted by the  Wisconsin  OCI.  We will  continue to file  Amendments  and other
information  that we provide to the  Wisconsin  OCI and that we believe  will be
posted  by the  Wisconsin  OCI to their  website.  However,  the  Wisconsin  OCI
maintains  the contents of its website and we may not be aware of all  materials
they post on that website.

     The  merger  is  also  subject  to  approval  of  the  shareholders  of PIC
Wisconsin.  The  Registration  Statement  filed  with the SEC  includes  a proxy
statement-prospectus that will be used to solicit proxies for the meeting of the
shareholders  of PIC  Wisconsin  that will be held to consider and vote upon the
merger.  Shareholders  of PIC  Wisconsin  are  urged  to read  the  Registration
Statement (and the proxy  statement-prospectus  included therein) as it includes
important  information regarding the Registrant and the proposed merger. You may
obtain a free copy of the  Registration  Statement as well as other  information
concerning    the    Registrant    at   the   SEC's   site   on   the   internet
(http://www.sec.gov).  Copies of the Registration  Statement and the SEC filings
that will be  incorporated  by reference in the  Registration  Statement  can be
obtained,   without  charge,   from  the  Investor   Relations  section  of  the
Registrant's website,  www.ProAssurance.com,  or by directing a request to Frank
B. O'Neil, Senior Vice-President, Corporate Communications, 100 Brookwood Place,
Birmingham AL 35209, telephone (205) 877-4461.

     Caution Regarding Forward Looking Statements

     This  report  and  exhibit  contain  historical   information  as  well  as
forward-looking statements that are based upon our estimates and anticipation of
future  events that are subject to certain  risks and  uncertainties  that could
cause actual results to vary materially from the expected  results  described in
the forward-looking  statements.  The words "anticipate," "believe," "estimate,"
"expect," "hopeful," "intend," "may,"  "optimistic,"  "preliminary,"  "project,"
"should,"  "will,"  and similar  expressions  are  intended  to  identify  these
forward-looking  statements.  There are  numerous  important  factors that could
cause our actual results to differ materially from those in the  forward-looking


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statements. Thus, sentences and phrases that we use to convey our view of future
events and trends are expressly designated as Forward-Looking  Statements as are
sections of this news release clearly identified as giving our outlook on future
business.  The  principal  risk factors that may cause actual  results to differ
materially from those expressed in the forward-looking  statements are described
in  various  documents  we file with the  Securities  and  Exchange  Commission,
including Form S-4 filed  December 15, 2006,  Form 10K for the most current year
ended December 31, and Form 10Q for the most recent quarter.

     These   forward-looking   statements  are  subject  to  significant  risks,
assumptions  and  uncertainties,  including,  among other things,  the following
important factors that could affect the actual outcome of future events:

     o    General economic conditions,  either nationally or in our market area,
          that are worse than expected;
     o    regulatory and legislative  actions or decisions that adversely affect
          our business plans or operations;
     o    price  competition;
     o    inflation and changes in the interest rate environment the performance
          of financial  markets and/or  changes in the  securities  markets that
          adversely affect the fair value of our investments or operations;
     o    changes  in  laws  or   government   regulations   affecting   medical
          professional liability insurance;
     o    changes to our ratings assigned by rating agencies;
     o    the effects of managed healthcare;
     o    uncertainties  inherent in the  estimate  of loss and loss  adjustment
          expense  reserves and  reinsurance;  and changes in the  availability,
          cost, quality, or collectibility of reinsurance;
     o    significantly  increased  competition  among  insurance  providers and
          related pricing weaknesses in some markets.
     o    our ability to achieve  continued growth through  expansion into other
          states or through acquisitions or business combinations;
     o    changes in accounting policies and practices, as may be adopted by our
          regulatory agencies and the Financial Accounting Standards Board;
     o    changes in our organization, compensation and benefit plans; and
     o    any other factors  listed or discussed in the reports we file with the
          Securities and Exchange  Commission under the Securities  Exchange Act
          of 1934.

     Relating to the proposed transaction with PIC Wisconsin:

     o    The business of  ProAssurance  and PIC  Wisconsin  may not be combined
          successfully,  or such  combination may take longer to accomplish than
          expected;
     o    the cost savings from the merger may not be fully realized or may take
          longer to realize than expected;
     o    operating costs,  customer loss and business disruption  following the
          merger, including adverse effects on relationships with employees, may
          be greater than expected;
     o    the stockholders of PIC Wisconsin may fail to approve the merger; and
     o    governmental  approvals of the merger may not be obtained,  or adverse
          regulatory  conditions may be imposed in connection with  governmental
          approvals of the merger.

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     We  wish to  caution  readers  not to  place  undue  reliance  on any  such
forward-looking  statements,  which speak only as of the date made,  and wish to
advise  readers  that the  factors  listed  above  could  affect  our  financial
performance  and  could  cause  actual  results  for  future  periods  to differ
materially  from any  opinions or  statements  expressed  with respect to future
periods in any current statements.  We do not undertake and specifically decline
any obligation to publicly  release the result of any revisions that may be made
to any  forward-looking  statements to reflect events or circumstances after the
date  of  such  statements  or to  reflect  the  occurrence  of  anticipated  or
unanticipated events.

Item 9.01 Financial Statements and Exhibits

Exhibit No.     Description
-----------     -----------

    2.1         Order of the Wisconsin OCI Scheduling a hearing on our Form A.


                      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: May 3, 2006

                                              PROASSURANCE CORPORATION


                                              By: /s/ Frank B. O'Neil
                                                      ---------------
                                                      Frank B. O'Neil
                                                      Senior Vice-President


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