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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1. Name and Address of Reporting Person * Thomas Darryl Keith   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) Senior Vice-President / Co-President of Subsidiary (Last) (First) (Middle) C/O PROASSURANCE CORPORATION, 100 BROOKWOOD PLACE 3. Date of Earliest Transaction (Month/Day/Year) 05/24/2006 (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 05/24/2006   S   4,000 D $ 46.61 3,869 D   Common Stock               1,320 I ProAssurance Group Savings and Retirement Plan [401 (k)]

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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)

$ 51.38

09/11/2006(1)

09/11/2016

Common Stock

12,500

12,500

D

Employee Stock Option (Right to Buy)

$ 41.15

09/10/2005(2)

09/10/2015

Common Stock

12,500

12,500

D

Employee Stock Option (Right to Buy)

$ 33.28

09/10/2004(3)

09/10/2014

Common Stock

12,500

12,500

D

Employee Stock Option (Right to Buy)

$ 22

09/04/2003(4)

09/03/2013

Common Stock

12,500

12,500

D

Employee Stock Option (Right to Buy)

$ 16.8

07/15/2002(5)

01/15/2012

Common Stock

25,000

25,000

D

Employee Stock Option (Right to Buy)

$ 13.35

12/10/1999

02/26/2009

Common Stock

8,800 (6)

8,800

D

Employee Stock Option (Right to Buy)

$ 17.38

09/20/1997

02/12/2007

Common Stock

27,684 (6)

27,684

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

Frank B. O'Neil, Attorney-in-fact of the Reporting Person		05/25/2006
**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 options vest in five equal, yearly installments commencing on September 11, 2006
(2)	The options vest in five equal, yearly installments commencing on September 10, 2005
(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 4, 2003
(5)	The options vest in five equal, yearly installments commencing on July 15, 2002
(6)	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.

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