content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
                       Pursuant to Section 13 or 15(d) of the
                         Securities and Exchange Act of 1934
  
  
  
           Date of Report: April 15, 1997
           Date of earliest event reported: April 1, 1997
  
  
                       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, 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.
  
           Pursuant to the terms of that certain  Stock  Purchase and Stock Option
  Agreement, dated April 1, 1997 (the "Stock Purchase Agreement") between American
  Physicians  Service  Group,  Inc.,  a Texas  corporation  ("APS"),  and  Florida
  Physicians Insurance Company,  Inc., a Florida corporation ("FPIC"),  APS agreed
  to sell FPIC 20% of the common stock of APS' subsidiary, APS Insurance Services,
  Inc.  ("Insurance  Services").  FPIC also  received  an option  to  purchase  an
  additional  35% of Insurance  Services  common stock,  which can be exercised in
  1999.  Insurance Services,  through its subsidiary,  APS Facilities  Management,
  Inc., acts as  attorney-in-fact  for American Physicians  Insurance Exchange,  a
  provider of medical professional liability insurance in Texas and Arkansas.
  
           The purchase  price  payable by FPIC for the 20% interest is $2,000,000
  in cash. The purchase price of the additional shares covered by the option would
  be 10 times the average  annual net earnings of Insurance  Services for 1997 and
  1998.  The stock  purchases are subject to regulatory  approvals,  including the
  approval of the Texas Department of Insurance.
  
           APS,  FPIC and  Insurance  Services  also entered  into a  shareholders
  agreement  (the  "Shareholders  Agreement")  which  provides  that  FPIC will be
  entitled  to elect  one of the four  members  of  Insurance  Services'  Board of
  Directors and, upon  exercising  the option,  FPIC will be entitled to cause the
  Insurance Services' Board to be increased to a total of five directors, three of
  which would be  designated  by FPIC and two of which would be designated by APS.
  The  Shareholders  Agreement also places certain  prohibitions and conditions on
  the transfer of the shares of Insurance  Services,  allows FPIC and APS to force
  the other to buy or sell all of its  shares of  Insurance  Services  stock,  and
  requires  the  approval of FPIC and APS for certain  transactions  by  Insurance
  Services or its subsidiaries.
  
           Concurrently  with  entering  into  the  agreements   described  above,
  American Physicians  Insurance Agency, Inc. ("APIA"),  a wholly owned subsidiary
  of Insurance  Services,  entered into a Managing  General Agency  Agreement with
  FPIC  pursuant  to which  FPIC  appointed  APIA as its  exclusive  agent for the
  solicitation  and  servicing  of  standard  medical   malpractice   professional
  liability insurance for Texas health care providers.  Furthermore,  FPIC entered
  into  a  Reinsurance  Agreement  with  American  Physicians  Insurance  Exchange
  pursuant to which FPIC agreed to cede to American Physicians Insurance Exchange,
  all of FPIC's liabilities arising from policies sold by APIA and issued by FPIC.
  
           The  foregoing  summary of the terms of the Stock  Purchase  Agreement,
  Shareholders  Agreement,  Managing  General  Agency  Agreement  and  Reinsurance
  Agreement is qualified in its entirety by the terms and provisions  contained in
  such agreements, which are filed as exhibits to this Current Report on Form 8-K.
  
  
  
                                          2
  
  <PAGE>
  
  
  Item 7.           Financial Statements and Exhibits.
  
  (a)      Financial statements of businesses acquired.
  
           Not required.
  
  (b)      Pro forma financial information.
  
           Not required.
  
  (c)      Exhibits.
  
           Exhibit
           Number                        Description
  
           10.26      Stock Purchase and Stock Option Agreement, dated April 1,
                      1997, between American Physicians Service Group, Inc. and
                      Florida Physicians Insurance Company, Inc.
  
           10.27      Shareholders Agreement, dated April 1, 1997 by and among APS
                      Insurance Services, Inc., Florida Physicians Insurance
                      Company, Inc., and American Physicians Service Group, Inc.
  
           10.28      Managing General Agency Agreement, dated March 27, 1997,
                      between American Physicians Insurance Agency, Inc. and
                      Florida Physicians Insurance Company, Inc.
  
           10.29      Reinsurance Agreement, dated March 27, 1997, between
                      American Physicians Insurance Exchange and Florida
                      Physicians Insurance Company, Inc.
  
  
                                     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: April 15, 1997                    By:      ________________________
                                                   W.H. Hayes
                                                   Chief Financial Officer
  
                                          3
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text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                         Securities and Exchange Act of 1934
  
           Date of Report: April 15, 1997
           Date of earliest event reported: April 1, 1997
  
                       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, 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.
  
           Pursuant to the terms of that certain  Stock  Purchase and Stock Option
  Agreement, dated April 1, 1997 (the "Stock Purchase Agreement") between American
  Physicians  Service  Group,  Inc.,  a Texas  corporation  ("APS"),  and  Florida
  Physicians Insurance Company,  Inc., a Florida corporation ("FPIC"),  APS agreed
  to sell FPIC 20% of the common stock of APS' subsidiary, APS Insurance Services,
  Inc.  ("Insurance  Services").  FPIC also  received  an option  to  purchase  an
  additional  35% of Insurance  Services  common stock,  which can be exercised in
  1999.  Insurance Services,  through its subsidiary,  APS Facilities  Management,
  Inc., acts as  attorney-in-fact  for American Physicians  Insurance Exchange,  a
  provider of medical professional liability insurance in Texas and Arkansas.
  
           The purchase  price  payable by FPIC for the 20% interest is $2,000,000
  in cash. The purchase price of the additional shares covered by the option would
  be 10 times the average  annual net earnings of Insurance  Services for 1997 and
  1998.  The stock  purchases are subject to regulatory  approvals,  including the
  approval of the Texas Department of Insurance.
  
           APS,  FPIC and  Insurance  Services  also entered  into a  shareholders
  agreement  (the  "Shareholders  Agreement")  which  provides  that  FPIC will be
  entitled  to elect  one of the four  members  of  Insurance  Services'  Board of
  Directors and, upon  exercising  the option,  FPIC will be entitled to cause the
  Insurance Services' Board to be increased to a total of five directors, three of
  which would be  designated  by FPIC and two of which would be designated by APS.
  The  Shareholders  Agreement also places certain  prohibitions and conditions on
  the transfer of the shares of Insurance  Services,  allows FPIC and APS to force
  the other to buy or sell all of its  shares of  Insurance  Services  stock,  and
  requires  the  approval of FPIC and APS for certain  transactions  by  Insurance
  Services or its subsidiaries.
  
           Concurrently  with  entering  into  the  agreements   described  above,
  American Physicians  Insurance Agency, Inc. ("APIA"),  a wholly owned subsidiary
  of Insurance  Services,  entered into a Managing  General Agency  Agreement with
  FPIC  pursuant  to which  FPIC  appointed  APIA as its  exclusive  agent for the
  solicitation  and  servicing  of  standard  medical   malpractice   professional
  liability insurance for Texas health care providers.  Furthermore,  FPIC entered
  into  a  Reinsurance  Agreement  with  American  Physicians  Insurance  Exchange
  pursuant to which FPIC agreed to cede to American Physicians Insurance Exchange,
  all of FPIC's liabilities arising from policies sold by APIA and issued by FPIC.
  
           The  foregoing  summary of the terms of the Stock  Purchase  Agreement,
  Shareholders  Agreement,  Managing  General  Agency  Agreement  and  Reinsurance
  Agreement is qualified in its entirety by the terms and provisions  contained in
  such agreements, which are filed as exhibits to this Current Report on Form 8-K.
  
                                          2
  Item 7.           Financial Statements and Exhibits.
  
  (a)      Financial statements of businesses acquired.
  
           Not required.
  
  (b)      Pro forma financial information.
  
           Not required.
  
  (c)      Exhibits.
  
           Exhibit
           Number                        Description
  
           10.26      Stock Purchase and Stock Option Agreement, dated April 1,
                      1997, between American Physicians Service Group, Inc. and
                      Florida Physicians Insurance Company, Inc.
  
           10.27      Shareholders Agreement, dated April 1, 1997 by and among APS
                      Insurance Services, Inc., Florida Physicians Insurance
                      Company, Inc., and American Physicians Service Group, Inc.
  
           10.28      Managing General Agency Agreement, dated March 27, 1997,
                      between American Physicians Insurance Agency, Inc. and
                      Florida Physicians Insurance Company, Inc.
  
           10.29      Reinsurance Agreement, dated March 27, 1997, between
                      American Physicians Insurance Exchange and Florida
                      Physicians Insurance Company, Inc.
  
                                     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: April 15, 1997                    By:      ________________________
                                                   W.H. Hayes
                                                   Chief Financial Officer
  
                                          3