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 *
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) _____ Other (specify below)
Chairman
(Last)
(First)
(Middle)
C/O PROASSURANCE CORPORATION, 100 BROOKWOOD PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
09/08/2008
(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 09/09/2008   S   16,506 D $ 56.03 (1) 1,301,760 D  
Common Stock 09/08/2008   S   8,494 D $ 56 1,318,266 D  
Common Stock               20 I Spouse as custodian for minor child
Common Stock               477,801 I IRA
Common Stock               77,017 I IRA
Common Stock               11,742 (8) I ProAssurance Group Savings and Retirement Plan [401(k)]
Common Stock               1,285 I Spouse

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) $ 51.48             09/10/2007(5) 09/10/2017 Common Stock 25,000   25,000 D  
Employee Stock Option (Right to Buy) $ 51.38             09/11/2006(6) 09/11/2016 Common Stock 25,000   25,000 D  
Employee Stock Option (Right to Buy) $ 41.15             09/10/2005(4) 09/10/2015 Common Stock 50,000   50,000 D  
Employee Stock Option (Right to Buy) $ 33.28             09/10/2004(3) 09/10/2014 Common Stock 10,000   10,000 D  
Employee Stock Option (Right to Buy) $ 22             09/04/2003(7) 03/04/2013 Common Stock 10,000   10,000 D  
Employee Stock Option (Right to Buy) $ 16.8             07/15/2002(2) 01/15/2012 Common Stock 20,000   20,000 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  

Signatures

 Frank B. O'Neil as POA for A. Derrill Crowe, M.D.   09/10/2008
**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) Weighted average of sale prices, which ranged from $56.0000 to $56.0700. The Reporting Person has provided to the issuer, and further undertakes to provide to the SEC staff or a security holder of the Issuer upon request, full information regarding the number of shares sold at each separate price.
(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 10, 2004
(4) The options vest in five equal, yearly installments commencing on September 10, 2005
(5) The options vest in five equal, yearly installments commencing on September 10, 2007
(6) The options vest in five equal, yearly installments commencing on September 11, 2006
(7) The options vest in five equal, yearly installments commencing on September 4, 2003
(8) These shares were allocated prior to August 29, 2002 and are exempt under Rule 16b-3

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.