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 Report (Date of earliest event reported:)
                          June 17, 2005 (June 14, 2005)
  
                       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 Capitol 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>
  
  
  Section 1   Registrant's Business and Operations
  
  Item 1.01   Entry into Material Definitive Agreements
  
       On June 14, 2005 the shareholders of American  Physicians  Service
       Group,  Inc. approved the 2005 Incentive and Non-Qualified Stock Option
       Plan (Exhibit 10.1) and the American Physicians Service Group, Inc.
       Affiliated Group Deferred Compensation Master Plan (Exhibit 10.2)
  
       Both plans are attached as Exhibits to the Form 8-K
  
  
  
  
                                         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 17, 2005           By:  /s/ W.H. Hayes
                                  ----------------------------------------------
  
                                Name:    W.H. Hayes
                                  ----------------------------------------------
  
                                Title:   Sr VP - Finance
                                  ----------------------------------------------
  
  
  
                                        3
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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": "001-31434", "film-number": "05903330"}, "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 Report (Date of earliest event reported:)
                          June 17, 2005 (June 14, 2005)
  
                       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 Capitol 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)
  Section 1   Registrant's Business and Operations
  
  Item 1.01   Entry into Material Definitive Agreements
  
       On June 14, 2005 the shareholders of American  Physicians  Service
       Group,  Inc. approved the 2005 Incentive and Non-Qualified Stock Option
       Plan (Exhibit 10.1) and the American Physicians Service Group, Inc.
       Affiliated Group Deferred Compensation Master Plan (Exhibit 10.2)
  
       Both plans are attached as Exhibits to the Form 8-K
  
                                         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 17, 2005           By:  /s/ W.H. Hayes
                                  ----------------------------------------------
  
                                Name:    W.H. Hayes
                                  ----------------------------------------------
  
                                Title:   Sr VP - Finance
                                  ----------------------------------------------
  
                                        3