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 * KALINOWSKI LYNN M   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 _____ Officer (give title below) __X__ Other (specify below) President of Subsidiary (Last) (First) (Middle) C/O PROASSURANCE CORPORATION, 100 BROOKWOOD PLACE 3. Date of Earliest Transaction (Month/Day/Year) 11/10/2005 (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 11/10/2005   F   8,794 (1) D $ 50.29 11,022 D   Common Stock 11/10/2005   M   15,000 (2) A $ 50.29 19,816 D   Common Stock 11/10/2005   F   3,757 (3) D $ 50.29 4,816 D   Common Stock 11/10/2005   M   5,000 (2) A $ 50.29 8,573 D   Common Stock 11/10/2005   F   2,166 (4) D $ 50.29 3,573 D   Common Stock 11/10/2005   M   2,500 (2) A $ 50.29 5,739 D

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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)

$ 41.15

11/10/2005

M

2,500 (2)

09/10/2005(5)

09/10/2015

Common Stock

2,500

$ 0

10,000

D

Employee Stock Option (Right to Buy)

$ 33.28

11/10/2005

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

11/10/2005

M

15,000 (2)

09/04/2003(7)

03/04/2013

Common Stock

15,000

$ 0

10,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KALINOWSKI LYNN M C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM, AL 35209-6811				President of Subsidiary

Signatures

Frank B. O'Neil, Attorney-in-fact for the Reporting Person		11/14/2005
**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 8,794 shares disposed of relect 6,652 shares withheld by the issuer to fund the cashless option exercise of 15,000 options on 11/10/05 and 2,232 shares withheld by the issuer to cover the associated tax liability.
(2)	Cashless exercise of options on 11/10/05.
(3)	The 3,757 shares disposed of relect 3,309 shares withheld by the issuer to fund the cashless option exercise of 5,000 options on 11/10/05 and 448 shares withheld by the issuer to cover the associated tax liability.
(4)	The 2,166 shares disposed of relect 2,046 shares withheld by the issuer to fund the cashless option exercise of 2,500 options on 11/10/05 and 120 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

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