SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

May 3, 2005

Mr. Howard H. Friedman
Chief Financial Officer
ProAssurance Corporation
100 Brookwood Place
Birmingham, AL 35209

Re:	ProAssurance Corporation
	Form 10-K for the fiscal year ended December 31, 2004
	File No. 001-16533

Dear Mr. Friedman:

      We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed.  Where our comments call for disclosure,
we
think you should amend your document in response to these
comments.
In some of our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure.  Please
amend your Form 10-K for the fiscal year ended December 31, 2004
and
respond to these comments within 15 business days or tell us when
you
will provide us with a response prior to the expiration of the 15-
day
period.  If we have requested additional information as well as an
amendment or if you disagree with any comment that calls for
disclosure, please provide this letter prior to your amendment.
You
may wish to provide us with marked copies of the amendment to
expedite our review.  Your letter should key your responses to our
comments.  Detailed letters greatly facilitate our review.  Please
file your letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies

Reserve for losses and Loss Adjustment Expenses (reserve for
losses),
page 28

1. We believe your disclosure in Management`s Discussion and
Analysis
regarding the reserve for loss and loss adjustment expenses could
be
improved to better explain the judgments and uncertainties
surrounding this estimate and the potential impact on your
financial
statements.  We believe that disclosures explaining the likelihood
that materially different amounts would be reported under
different
conditions or using different assumptions is consistent with the
objective of Management`s Discussion and Analysis.  Accordingly,
please revise MD&A to include the following information for each
of
your lines of business.

a. Please disclose the reserves accrued as of the latest balance
sheet date presented.  The total of theses amounts should agree to
the amount presented on the balance sheet.

b. Please disclose the range of loss reserve estimates as
determined
by your actuaries.  Discuss the key assumptions used to arrive at
management`s best estimate of loss reserves within that range and
what specific factors led management to believe this amount rather
than any other amount within the range represented the best
estimate
of incurred losses.  Include quantified and narrative disclosure
of
the impact that reasonably likely changes in one or more of the
variables (i.e. actuarially method and/or assumptions used) would
have on reported results, financial position and liquidity.

c. If you do not calculate a range around your loss reserve, but
instead use point estimates please include the following
disclosures:

* Disclose the various methods considered and the method that was
selected to calculate the reserves.  If multiple point estimates
are
generated, include the range of these point estimates.  Include a
discussion of why the method selected was more appropriate over
the
other methods.
* Discuss how management determined the most appropriate point
estimate and why the other point estimates were not chosen.  Also
clarify whether the company actually records to the point estimate
or
if not, how that estimate is used.
* Include quantified and narrative disclosure of the impact that
reasonably likely changes in one or more of the variables (i.e.
actuarially method and/or assumptions used) would have on reported
results, financial position and liquidity.

d. Because IBNR reserve estimates are more imprecise, please
disclose
the amount of IBNR separately from case reserves for each line of
business.

Liquidity and Capital Resources and Financial Condition, page 30

2. We note that in 2002 you sold a significant portion of your
fixed
maturity portfolio in order to realize capital gains and that the
proceeds from these sales were reinvested during 2003 at
substantially lower rates.  Please expand your liquidity
discussion
to disclose what management`s investment strategy is when certain
economic conditions persist, i.e. low interest-rate environment,
and
the impact this will have on your investment portfolio.  Please
include in your discussion the impact that these economic
conditions
may have on your results of operations, i.e. realized gains or
losses
and investment income, and liquidity, i.e. investment turnover and
yields.

3. Please include in MD&A a more robust discussion of the
reasonably
likely impact the payment of claims will have on known trends and
uncertainties, in particular cash outflows from operations.  In
the
disclosure please include a discussion of your asset/liability
management process and whether there are any significant
variations
between the maturity of your investments and the expected payment
of
your loss reserves.  Include a discussion of the impact of selling
securities before anticipated or the use of credit facilities to
pay
for policy liabilities will have on your future liquidity and
results
of operations.

Contractual Obligations, page 33

4. We note that the Company has not included its loss reserve to
be
paid in the contractual obligation table, and it would appear that
these liabilities represent future legal obligations of the
Company.
Due to the significant nature of these liabilities to your
business
we believe the inclusion of reserves in the contractual obligation
table will provide investors increased disclosure of your
liquidity.
The purpose of Financial Reporting Release 67 is to obtain
enhanced
disclosure concerning a registrant`s contractual payment
obligations
and the exclusion of ordinary course items would be inconsistent
with
the objective of the Item 303(a)(5) of Regulation S-K.  Based on
the
above factors, please revise your contractual obligation table to
include the expected settlement of your loss reserves.  In
addition
please revise your liquidity and capital resources discussion to
address the impact of the factors that impact liquidity at the
subsidiary level including the impact of these payments on that
liquidity.

5. It appears that scheduled interest payments on long-term debt
are
excluded from the table.  Please include interest payments in the
table or disclose, and explain to us, why interest payments are
excluded.  If you believe that interest payments should be
excluded
from the table, please expand your liquidity and capital resources
disclosures to discuss the amount and timing of interest payments
necessary to understand your future cash requirements.  Please
refer
to section IV of Financial Reporting Release 72.

Gross Losses and Reinsurance Recoveries, page 44

6. We note from your disclosures that you reduced your prior
accident
year gross loss reserve and related recoverables in 2004 and 2003.
Please revise Management`s Discussion and Analysis to explain the
reason for your change in estimate.  For each line of business,
include the following disclosures:

a. Identify the years to which the change in estimate relates and
disclose the amount of the related loss reserve as of the
beginning
of the year that was re-estimated.  Discuss and quantify
offsetting
changes in estimates that increase and decrease the loss reserve.

b. Identify the changes in the key assumptions you made to
estimate
the reserve since the last reporting date.

c. Identify the nature and timing of the change in estimate,
explicitly identifying and describing in reasonable specificity
the
new events that occurred or additional information acquired since
the
last reporting date that led to the change in estimate.

d. Ensure your disclosure clearly explains why recognition
occurred
in the periods that it did and why recognition was not required in
earlier periods.

e. Disclose any trends such as, the number of claims incurred,
average settlement amounts, number of claims outstanding at period
ends along with average per claim outstanding, and any other
trends,
necessary to understand the change in estimate. Please explain the
rationale for a change in estimate that does not correlate with
trends.

f. We note from page 44 that your claim severity for your
professional liability line has continued to increase within your
retention levels, but not above your retention levels.  This would
seem to imply that the gross amount of loss reserves should
increase
with either no change or a decrease in your reinsurance
recoverable,
but you disclose that you have reduced your gross prior year loss
reserves.  Please clarify this discrepancy to us and in the
filing.

Consolidated Balance Sheets, page 63

7. We note that you do not disclose your allowance for doubtful
accounts.  Please tell us the amount of the allowance at both
balance
sheet dates and your accounting policy for establishing the
allowance
for doubtful accounts.  Please consider whether you should include
the allowance for doubtful accounts on the face of the balance
sheet
or in a note thereto and disclose the related accounting policy.
Also consider the need to include a Schedule V reconciliation of
these amounts.

8. We note from your consolidated statements of income that the
ratio
of ceded premiums earned to ceded premiums written approximates
100%
for each year presented.  This would imply that nearly all of your
reinsurance contracts have a one year term and incept at the
beginning of the calendar year.  Our expectation based on these
assumptions would be that you would have very little prepaid
reinsurance on your balance sheet.  Please explain to us
supplementally why the company still has prepaid reinsurance as of
December 31, 2004 of $18.9 million.

Note 4.  Reinsurance, page 80

9. We noted that you commuted various reinsurance agreements with
Gerling Global Reinsurance Corporation of America.  Please tell us
and disclose in your filing the amount of liability you assumed
and
the gain or loss that resulted from this commutation.

*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Dana Hartz, Staff Accountant, at (202) 942-
2976
or Joe Roesler, Senior Staff Accountant, at (202) 942-1788 if you
have questions regarding the comments.  In this regard, do not
hesitate to contact me, at (202) 942-1803.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Mr. Friedman
ProAssurance Corporation
Page 5

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