content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                   --------------
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15 (d) of the
                           Securities Exchange Act of 1934
  
  
                                   Date of Report:
  
  
                          Date of earliest event reported:
  
                                    June 3, 1999
  
  
                       American Physicians Service Group, Inc.
               (Exact name of registrant as specified in its charter)
  
  
  
  Texas                             0-11453                        75-1458323
  (State of                 (Commission File Number)              IRS Employer
  Incorporation)                                               Identification No.
  
  
  
  
  1301 Capital of Texas Highway
  Suite C-300
  Austin, Texas                                                          78746
  (Address of principal executive offices)                             (Zip Code)
  
  
  
                                   (512) 328-0888
                (Registrant's telephone number, including area code)
  
  
  
  <PAGE>
  
  
  Item 2.  Acquisition or Disposition of Assets.
  
           On  June  3,  1999,  American  Physicians  Service  Group,  Inc.,  (the
  "Company"),  entered into an agreement  with one of its  shareholders,  Franklin
  MicroCap  Value Fund,  ("Franklin"),  whereby the Company will exchange  121,000
  shares of the $0.01 par value  common  stock of Prime  Medical  Services,  Inc.,
  ("Prime  Medical"),  held by the  Company  for a total of 242,000  shares of the
  $0.10 par value  common  stock of the Company  held by Franklin  MicroCap  Value
  Fund.  The  shares  acquired  by the  Company  in the  exchange  will be held as
  treasury  shares.  The  common  stock of Prime  Medical  is traded on the NASDAQ
  National Market under the symbol "PMSI".  On the effective date of the agreement
  the closing  trade price of the common stock of the Company and Prime Medical as
  reported by the National  Association  of  Securities  Dealers,  Inc.  Automated
  Quotation System was $3.4375 and $7.125, respectively.
  
           The foregoing summary of the terms of the Letter Agreement is qualified
  in its entirety by the terms and provisions  contained in the Letter  Agreement,
  which is filed as an exhibit to this Current Report on Form 8-K.
  
  Item 7.  Financial Statements and Exhibits.
  
  (c)      Exhibits.
  
           Exhibit
           Number                     Description
           ------    --------------------------------------------------------
            2.1      Agreement dated June 3, 1999 between American Physicians
                     Service Group, Inc., and Franklin MicroCap Value Fund.
  
  
  
  
                                         2
  
  <PAGE>
  
  
                                     SIGNATURES
  
                    Pursuant to the requirements of the Securities Exchange Act of
           1934,  the  registrant  has duly caused this report to be signed on its
           behalf by the undersigned hereunto duly authorized.
  
  
                                           American Physicians Service Group, Inc.
  
  
  
           Date: June 25, 1999             By:        /s/ W.H. Hayes
                                                      -----------------------
                                                      Name:    W. H. Hayes
                                                      Title:   Sr. VP-Finance
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "SHARE EXCHANGE ON FORM 8-K", "secsgml_size_bytes": 3490}]
metadata_filer: {"company-data": {"conformed-name": "AMERICAN PHYSICIANS SERVICE GROUP INC", "cik": "0000724024", "assigned-sic": "8741", "irs-number": "751458323", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11453", "film-number": "99653427"}, "business-address": {"street1": "1301 CAPITAL OF TEXAS HWY", "street2": "C-300", "city": "AUSTIN", "state": "TX", "zip": "78746", "phone": "5123280888"}, "mail-address": {"street1": "1301 CAPITAL OF TEXAS HIGHWAY", "city": "AUTIN", "state": "TX", "zip": "78746"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                   --------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15 (d) of the
                           Securities Exchange Act of 1934
  
                                   Date of Report:
  
                          Date of earliest event reported:
  
                                    June 3, 1999
  
                       American Physicians Service Group, Inc.
               (Exact name of registrant as specified in its charter)
  
  Texas                             0-11453                        75-1458323
  (State of                 (Commission File Number)              IRS Employer
  Incorporation)                                               Identification No.
  
  1301 Capital of Texas Highway
  Suite C-300
  Austin, Texas                                                          78746
  (Address of principal executive offices)                             (Zip Code)
  
                                   (512) 328-0888
                (Registrant's telephone number, including area code)
  Item 2.  Acquisition or Disposition of Assets.
  
           On  June  3,  1999,  American  Physicians  Service  Group,  Inc.,  (the
  "Company"),  entered into an agreement  with one of its  shareholders,  Franklin
  MicroCap  Value Fund,  ("Franklin"),  whereby the Company will exchange  121,000
  shares of the $0.01 par value  common  stock of Prime  Medical  Services,  Inc.,
  ("Prime  Medical"),  held by the  Company  for a total of 242,000  shares of the
  $0.10 par value  common  stock of the Company  held by Franklin  MicroCap  Value
  Fund.  The  shares  acquired  by the  Company  in the  exchange  will be held as
  treasury  shares.  The  common  stock of Prime  Medical  is traded on the NASDAQ
  National Market under the symbol "PMSI".  On the effective date of the agreement
  the closing  trade price of the common stock of the Company and Prime Medical as
  reported by the National  Association  of  Securities  Dealers,  Inc.  Automated
  Quotation System was $3.4375 and $7.125, respectively.
  
           The foregoing summary of the terms of the Letter Agreement is qualified
  in its entirety by the terms and provisions  contained in the Letter  Agreement,
  which is filed as an exhibit to this Current Report on Form 8-K.
  
  Item 7.  Financial Statements and Exhibits.
  
  (c)      Exhibits.
  
           Exhibit
           Number                     Description
           ------    --------------------------------------------------------
            2.1      Agreement dated June 3, 1999 between American Physicians
                     Service Group, Inc., and Franklin MicroCap Value Fund.
  
                                         2
  SIGNATURES
  
                    Pursuant to the requirements of the Securities Exchange Act of
           1934,  the  registrant  has duly caused this report to be signed on its
           behalf by the undersigned hereunto duly authorized.
  
                                           American Physicians Service Group, Inc.
  
           Date: June 25, 1999             By:        /s/ W.H. Hayes
                                                      -----------------------
                                                      Name:    W. H. Hayes
                                                      Title:   Sr. VP-Finance