Ownership Submission
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 *
Romano Paul Francis
   2. Issuer Name and Ticker or Trading Symbol
Darwin Professional Underwriters Inc [DR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
S.V.P. --Underwrite/Distrib.
(Last)
(First)
(Middle)
9 FARM SPRINGS ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/27/2008
(Street)

FARMINGTON, CT 06032		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/29/2008		 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 02/27/2008   A   3,527 (1) A $ 22.56 (1) 174,071 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) $ 22.56 (2) 02/27/2008   A   10,525     (2) 02/27/2018 common stock 10,525 (2) 10,525 D  
Employee Stock Option (right to buy) $ 16               (3) 05/19/2016 common stock 7,228   7,228 D  
Employee Stock Option (right to buy) $ 25.3               (4) 02/23/2017 common stock 6,299   6,299 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Romano Paul Francis
9 FARM SPRINGS ROAD
FARMINGTON, CT 06032		       S.V.P. --Underwrite/Distrib.  

Signatures

 Paul F. Romano by Timothy J. Curry, attorney-in-fact   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) Restricted stock award granted under Issuer's Stock Incentive Plan; price represents mean value of the high and low trades on the NYSE on February 27, 2008, the grant date, as per Plan specification. Award vests and shares become unrestricted as follows: 50% of shares at February 27, 2011, and remainder at February 27, 2012.
(2) Employee stock option, granted 02/27/2008, under the Issuer's Stock Incentive Plan (the "Plan") at a fair market value determined in accordance with the Plan of $22.56 per share. Exercisable up to an aggregate of 25% on or after 02/27/ 2009, up to an aggregate of 50% on or after 02/27/2010, up to an aggregate of 75% on or after 02/23/2011 and in its entirety on or after 02/23/2012, subject to expiration or forfeiture in accordance with the Plan.
(3) The option vests in four equal installments: 25% vested on May 19, 2007 and the remainder vests in 25% increments on May 19, 2008, 2009 and 2010, subject to acceleration or forfeiture under the Stock Optoin Agreement.
(4) Employee stock option, granted 02/23/2007, under the issuer's 2006 Stock Incentive Plan (the "Plan") at a fair market value determined in accordance with the Plan of $25.30 per share. Exercisable up to an aggregate of 25% on or after 02/23/2008, up to an aggregate 50% on or after 02/23/2009, up to an aggregate 75% on or after 02/23/2010 and in its entirety on or after 02/23/2011, subject to expiration or forfeiture in accordance with the Plan.
 
Remarks:
This Form 4/A is filed to correct the Form A filed earlier today (February 29, 2008) which mistated the common stock transaction date as February 23, 2007.  The transaction being reported in this Statement actually occurred on February 27, 2008.

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