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 * Rand Edward Lewis Jr   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) Chief Financial Officer / Senior Vice President (Last) (First) (Middle) C/OPROASSURANCE CORPORATION, 100 BROOKWOOD PLACE 3. Date of Earliest Transaction (Month/Day/Year) 02/29/2008 (Street) BIRMINGHAM, AL 35209 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 02/28/2008   A   1,845 (1) A $ 54.28 6,802 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)

$ 54.28

02/28/2008

A

12,500

09/01/2008(2)

09/01/2018

Common Stock

12,500

$ 54.28

12,500

D

Employee Stock Option (Right to Buy)

$ 51.48

09/10/2007(3)

09/10/2017

Common Stock

12,500

12,500

D

Employe Stock Option (Right to Buy)

$ 51.38

09/11/2006(4)

09/11/2016

Common Stock

12,500

12,500

D

Employee Stock Option (Right to Buy)

$ 41.15

09/10/2005(5)

09/10/2015

Common Stock

25,000

25,000

D

Employee Stock Option (Right to Buy)

$ 36.46

05/10/2005(6)

11/09/2014

Common Stock

10,000

10,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Rand Edward Lewis Jr C/OPROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM, AL 35209			Chief Financial Officer	Senior Vice President

Signatures

Edward L. Rand, Jr.		02/29/2008
**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)	These shares are exempt under Rule 16b-3. Bonus shares awarded to the reporting person under the terms of the ProAssurance 2004 Equity Incentive Plan by the Compensation Committee of the Board of Directors. The Compensation Committee is comprised solely of independent, non-employee directors.
(2)	The options vest in five equal, yearly installments commencing on September 1, 2008
(3)	The options vest in five equal, yearly installments commencing on September 10, 2007
(4)	The options vest in five equal, yearly installments commencing on September 11, 2006
(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 May 10, 2005

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