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 * ADAMO VICTOR T   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) __X__ Other (specify below) Vice-Chairman and President / Chief Operating Officer (Last) (First) (Middle) C/O PROASSURANCE CORPORATION, 100 BROOKWOOD PLACE 3. Date of Earliest Transaction (Month/Day/Year) 11/10/2004 (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 11/10/2004   F   10,354 (1) (2) D $ 38.2 64,713 D   Common Stock 11/10/2004   M   15,000 (2) A $ 38.2 75,067 D   Common Stock               391 I ProAssurance Group Savings and Retirement Plan [401(k)] (3)

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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)

$ 16.8

07/15/2002(4)

01/15/2012

Common Stock

30,000

30,000

D

Employee Stock Option (Right to Buy)

$ 22

11/10/2004

M

15,000

09/04/2003(5)

03/04/2013

Common Stock

15,000

$ 0

22,500

D

Employee Stock Option (Right to Buy)

$ 33.28

09/10/2004(6)

09/10/2014

Common Stock

37,500

37,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ADAMO VICTOR T C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM, AL 35209-6811	X		Vice-Chairman and President	Chief Operating Officer

Signatures

Victor T. Adamo		11/12/2004
**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 10,354 shares disposed of reflect 8,639 shares withheld by the issuer to fund the cashless exercise of 15,000 options on 11/10/04, and 1,715 shares withheld by the issuer to cover the associated tax liability.
(2)	Cashless exercise of options on 11/10/04
(3)	These shares were allocated prior to August 29, 2002 and were exepmt under Rule 16b-3
(4)	The options vest in five equal, yearly installments commencing on July 15, 2002
(5)	The options vest in five equal, yearly installments commencing on September 4, 2003
(6)	The options vest in five equal, yearly installments commencing on September 10, 2004

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