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 * Asensio Robert John   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. -- Chief Info. Officer (Last) (First) (Middle) 9 FARM SPRINGS ROAD 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2008 (Street) FARMINGTON, CT 06032 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 05/02/2008   A   2,927 A $ 25.62 (1) 94,287 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)

$ 25.62

05/02/2008

A

8,503

(2)

05/02/2018

common stock

8,503

(2)

8,503

D

Employee stock option (right to buy)

$ 22.56

(3)

02/27/2012

common stock

7,937

7,937

D

Employee stock option (right to buy)

$ 25.3

(4)

02/23/2011

common stock

4,125

4,125

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Asensio Robert John 9 FARM SPRINGS ROAD FARMINGTON, CT 06032			S.V.P. -- Chief Info. Officer

Signatures

Robert J. Asensio, by Timothy J. Curry, attorney-in-fact		05/05/2008
**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 May 2, 2008, the grant date, as per Plan specification. Award vests and shares become unrestricted as follows: 50% of shares at May 2, 2011, and remainder at May 2, 2012.
(2)	Employee stock option, granted 05/02/2008, under the Issuer's 2006 Stock Incentive Plan (the "Plan") at a fair market value determined in accordance with the Plan of $25.62 per share. Exercisable up to an aggregate of 25% on or after 05/02/2009, up to an aggregate of 50% on or after 05/02/2010, up to an aggregate of 75% on or after 05/02/2011 and in its entirety on or after 05/02/2012, subject to expiration or forfeiture in accordance with the Plan.
(3)	Employee stock option, granted 02/27/2008, under the Issuer's 2006 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 02/27/2011 and in its entirety on or after 02/27/2012, subject to expiration or forfeiture in accordance with the Plan.
(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.

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