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):
  
                                 September 22, 1999
  
  
                       AMERICAN PHYSICIANS SERVICE GROUP, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
             Texas                        ________                 75-1458323
        (State or Other                  (Commission            (I.R.S. Employer
         Jurisdiction of                 File Number)          Identification No.)
         Incorporation)
  
    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)
  
                                   NOT APPLICABLE
            (Former Name or Former Address, if Changed Since Last Report)
  
  
  <PAGE>
  
  
  ITEM 5.         Other Events.
  
           On June 8, 1999, the Board of Directors of American  Physicians Service
  Group, Inc. (the "Company")  declared a dividend of one preferred share purchase
  right (a "Right") for each  outstanding  share of common stock,  par value $0.10
  per share (the  "Common  Shares"),  of the  Company.  The dividend is payable on
  August 15, 1999 (the "Record Date") to the  shareholders of record on that date.
  Each Right  entitles  the  registered  holder to  purchase  from the Company one
  one-thousandth of a share of Junior Participating Preferred Stock, Series A, par
  value $1.00 per share (the "Preferred Shares"), of the Company at a price of $20
  per one one-thousandth of a Preferred Share (the "Purchase  Price"),  subject to
  adjustment.  The  description  and terms of the Rights are set forth in a Rights
  Agreement  (the  "Rights  Agreement")  between the Company  and  American  Stock
  Transfer & Trust Company as Rights Agent (the "Rights Agent").
  
           Until  the  earlier  to  occur  of  (i)  10  days  following  a  public
  announcement  that a person or group of  affiliated  or  associated  persons (an
  "Acquiring  Person")  has  acquired  beneficial  ownership of 20% or more of the
  outstanding Common Shares or (ii) 10 business days (or such later date as may be
  determined by action of the Board of Directors  prior to such time as any person
  or group of  affiliated  persons  becomes an  Acquiring  Person)  following  the
  commencement  of, or  announcement  of an  intention  to make, a tender offer or
  exchange  offer  the  consummation  of  which  would  result  in the  beneficial
  ownership by a person or group of 20% or more of the  outstanding  Common Shares
  (the earlier of such dates being  called the  "Distribution  Date"),  the Rights
  will  be  evidenced,  with  respect  to  any of the  Common  Share  certificates
  outstanding as of the Record Date, by such Common Share  certificate with a copy
  of a Summary of Rights attached thereto.
  
           The Rights Agreement  provides that,  until the  Distribution  Date (or
  earlier redemption or expiration of the Rights),  the Rights will be transferred
  with and only with the Common Shares.  Until the  Distribution  Date (or earlier
  redemption or expiration of the Rights),  new Common Share  certificates  issued
  after the Record  Date upon  transfer  or new  issuance  of Common  Shares  will
  contain a notation  incorporating  the Rights Agreement by reference.  Until the
  Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  the
  surrender for transfer of any certificates  for Common Shares  outstanding as of
  the Record Date,  even without such  notation or a copy of the Summary of Rights
  being  attached  thereto,  will  also  constitute  the  transfer  of the  Rights
  associated with the Common Shares  represented by such  certificate.  As soon as
  practicable  following the Distribution Date, separate  certificates  evidencing
  the Rights  ("Rights  Certificates")  will be mailed to holders of record of the
  Common  Shares as of the close of  business  on the  Distribution  Date and such
  separate Rights Certificates alone will evidence the Rights.
  
           The Rights are not exercisable until the Distribution  Date. The Rights
  will expire on August 15, 2009 (the "Final Expiration Date"),  unless the Rights
  are earlier  redeemed or exchanged by the  Company,  in each case,  as described
  below.
  
           The Purchase Price payable, and the number of Preferred Shares or other
  securities  or  property  issuable,  upon  exercise of the Rights are subject to
  adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  
  <PAGE>
  
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
  securities  convertible into Preferred Shares with a conversion price, less than
  the  then  current  market  price of the  Preferred  Shares,  or (iii)  upon the
  distribution to holders of the Preferred  Shares of evidences of indebtedness or
  assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
  retained  earnings or dividends  payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).
  
           The number of outstanding Rights and the number of one  one-thousandths
  of a Preferred  Share  issuable  upon exercise of each Right are also subject to
  adjustment  in the  event  of a stock  split  of the  Common  Shares  or a stock
  dividend  on the  Common  Shares  payable  in  Common  Shares  or  subdivisions,
  consolidations or combinations of the Common Shares occurring, in any such case,
  prior to the Distribution Date.
  
           Preferred  Shares  purchasable  upon exercise of the Rights will not be
  redeemable.  Each  Preferred  Share will be entitled  to a minimum  preferential
  quarterly  dividend  payment of $1.00 per share  and,  upon any  declaration  of
  dividends on common  shares,  will be entitled to an aggregate  dividend of 1000
  times the dividend  declared per Common Share. In the event of liquidation,  the
  holders of the Preferred  Shares will be entitled to a preferential  liquidation
  payment  equal to the  greater  of (a)  $1000  per  share or (b) 1000  times the
  payment made per Common Share. Each Preferred Share will have 1000 votes, voting
  together  with  the  Common  Shares.  Finally,  in  the  event  of  any  merger,
  consolidation  or other  transaction in which Common Shares are exchanged,  each
  Preferred  Share will be entitled to receive 1000 times the amount  received per
  Common Share. These rights are protected by customary antidilution provisions.
  
           Because of the nature of the Preferred  Shares'  dividend,  liquidation
  and voting rights, the value of the one  one-thousandth  interest in a Preferred
  Share  purchasable  upon exercise of each Right should  approximate the value of
  one Common Share.
  
           In the event that the Company is acquired in a merger or other business
  combination  transaction  or 50% or more of its  consolidated  assets or earning
  power are sold after a person or group has become an  Acquiring  Person,  proper
  provision will be made so that each holder of a Right will  thereafter  have the
  right to receive,  upon the exercise  thereof at the then current exercise price
  of the Right,  that number of shares of common  stock of the  acquiring  company
  which at the time of such  transaction will have a market value of two times the
  exercise price of the Right. In the event that any person or group of affiliated
  or associated  persons becomes an Acquiring  Person,  proper  provision shall be
  made so that each holder of a Right, other than Rights beneficially owned by the
  Acquiring Person (which will thereafter be void), will thereafter have the right
  to receive upon  exercise  that number of Common Shares having a market value of
  two times the exercise price of the Right.
  
           At any time after any person or group  becomes an Acquiring  Person and
  prior  to the  acquisition  by  such  person  or  group  of 50% or  more  of the
  outstanding  Common  Shares,  the Board of Directors of the Company may exchange
  the Rights  (other  than  Rights  owned by such  person or group which will have
  become void),  in whole or in part, at an exchange ratio of one Common Share, or
  one one-thousandth of a Preferred Share, per Right (subject to adjustment).
  
  <PAGE>
  
           With certain  exceptions,  no adjustment in the Purchase  Price will be
  required until  cumulative  adjustments  require an adjustment of at least 1% in
  such Purchase Price. No fractional  Preferred  Shares will be issued (other than
  fractions  which are  integral  multiples of one  one-thousandth  of a Preferred
  Share,  which may, at the  election of the Company,  be evidenced by  depositary
  receipts) and in lieu  thereof,  an adjustment in cash will be made based on the
  market price of the  Preferred  Shares on the last trading day prior to the date
  of exercise.
  
           At any time prior to the acquisition by a person or group of affiliated
  or associated persons of beneficial  ownership of 20% or more of the outstanding
  Common  Shares,  the Board of  Directors of the Company may redeem the Rights in
  whole, but not in part, at a price of $0.01 per Right (the "Redemption  Price").
  The  redemption  of the Rights may be made  effective at such time on such basis
  with  such  conditions  as the Board of  Directors  in its sole  discretion  may
  establish.  Immediately upon any redemption of the Rights, the right to exercise
  the Rights will terminate and the only right of the holders of Rights will be to
  receive the Redemption Price.
  
           The terms of the Rights may be amended by the Board of Directors of the
  Company  without the consent of the holders of the Rights,  except that from and
  after  such time as any  person or group of  affiliated  or  associated  persons
  becomes an Acquiring Person no such amendment may adversely affect the interests
  of the holders of the Rights.
  
           Until a Right is exercised,  the holder thereof,  as such, will have no
  rights as a shareholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
             The Rights have certain anti-takeover  effects. The Rights will cause
  substantial  dilution to a person or group that  attempts to acquire the Company
  on terms not approved by the Company's Board of Directors, except pursuant to an
  offer conditioned on a substantial  number of Rights being acquired.  The Rights
  should not interfere with any merger or other business  combination  approved by
  the Board of  Directors  since the Rights may be  redeemed by the Company at the
  Redemption  Price  prior  to the  time  that a  person  or  group  has  acquired
  beneficial ownership of 20% or more of the Common Shares.
  
             The  Rights  Agreement,  dated as of August  15,  1999,  between  the
  Company and American Stock Transfer & Trust Company, as Rights Agent, specifying
  the terms of the Rights  and  including  the form of  Statement  of  Resolutions
  setting forth the terms of the Preferred Shares as an exhibit  thereto,  and the
  form of press release  announcing the declaration of the Rights are incorporated
  herein by reference as exhibits hereto. The foregoing  description of the Rights
  is qualified in its entirety by reference to such exhibit.
  
  
  <PAGE>
  
  
  
  ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
                  (c)        Exhibits.
  
                  4.1        Rights  Agreement,  dated  as  of  August  15,  1999,
                             between American  Physicians  Service Group, Inc. and
                             American   Stock   Transfer  &  Trust  Company  which
                             includes the form of Statement of Resolutions setting
                             forth the terms of the Junior Participating Preferred
                             Stock,  Series A, par value $1 per share,  as Exhibit
                             A, the form of Rights  Certificate  as  Exhibit B and
                             the Summary of Rights to Purchase Preferred Shares as
                             Exhibit C.  (Incorporated  by  reference  to Form 8-A
                             filed September 22, 1999)
  
                  99.1       Press Release  issued by the Company on September 21,
                             1999.  (Incorporated  by reference to Form 8-A filed
                             September 22, 1999)
  
  
  <PAGE>
  
  
                                      SIGNATURE
  
           Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended,  the  registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
  Dated:  September 22, 1999
  
                                       American Physicians Service Group, Inc.
  
  
                                       By:  /s/  Kenneth S. Shifrin
                                           ------------------------------
                                       Name:   Kenneth S. Shifrin
                                       Title:  Chairman of the Board
                                               and Chief Executive Officer
  
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  Exhibit No.                                          Description
  
  4.1               Rights  Agreement,  dated  as  of  August  15,  1999,  between
                    American  Physicians  Service  Group,  Inc. and American Stock
                    Transfer & Trust Company which  includes the form of Statement
                    of   Resolutions   setting  forth  the  terms  of  the  Junior
                    Participating  Preferred  Stock,  Series  A, par  value $1 per
                    share, as Exhibit A, the form of Rights Certificate as Exhibit
                    B and the  Summary of Rights to Purchase  Preferred  Shares as
                    Exhibit  C.  (Incorporated  by  reference  to Form  8-A  filed
                    September 22, 1999)
  
  99.1              Press  Release  issued by the Company on September 21, 1999.
                   (Incorporated  by reference to Form 8-A filed September 22,
                    1999)
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 14699}]
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": "99714968"}, "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):
  
                                 September 22, 1999
  
                       AMERICAN PHYSICIANS SERVICE GROUP, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
             Texas                        ________                 75-1458323
        (State or Other                  (Commission            (I.R.S. Employer
         Jurisdiction of                 File Number)          Identification No.)
         Incorporation)
  
    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)
  
                                   NOT APPLICABLE
            (Former Name or Former Address, if Changed Since Last Report)
  ITEM 5.         Other Events.
  
           On June 8, 1999, the Board of Directors of American  Physicians Service
  Group, Inc. (the "Company")  declared a dividend of one preferred share purchase
  right (a "Right") for each  outstanding  share of common stock,  par value $0.10
  per share (the  "Common  Shares"),  of the  Company.  The dividend is payable on
  August 15, 1999 (the "Record Date") to the  shareholders of record on that date.
  Each Right  entitles  the  registered  holder to  purchase  from the Company one
  one-thousandth of a share of Junior Participating Preferred Stock, Series A, par
  value $1.00 per share (the "Preferred Shares"), of the Company at a price of $20
  per one one-thousandth of a Preferred Share (the "Purchase  Price"),  subject to
  adjustment.  The  description  and terms of the Rights are set forth in a Rights
  Agreement  (the  "Rights  Agreement")  between the Company  and  American  Stock
  Transfer & Trust Company as Rights Agent (the "Rights Agent").
  
           Until  the  earlier  to  occur  of  (i)  10  days  following  a  public
  announcement  that a person or group of  affiliated  or  associated  persons (an
  "Acquiring  Person")  has  acquired  beneficial  ownership of 20% or more of the
  outstanding Common Shares or (ii) 10 business days (or such later date as may be
  determined by action of the Board of Directors  prior to such time as any person
  or group of  affiliated  persons  becomes an  Acquiring  Person)  following  the
  commencement  of, or  announcement  of an  intention  to make, a tender offer or
  exchange  offer  the  consummation  of  which  would  result  in the  beneficial
  ownership by a person or group of 20% or more of the  outstanding  Common Shares
  (the earlier of such dates being  called the  "Distribution  Date"),  the Rights
  will  be  evidenced,  with  respect  to  any of the  Common  Share  certificates
  outstanding as of the Record Date, by such Common Share  certificate with a copy
  of a Summary of Rights attached thereto.
  
           The Rights Agreement  provides that,  until the  Distribution  Date (or
  earlier redemption or expiration of the Rights),  the Rights will be transferred
  with and only with the Common Shares.  Until the  Distribution  Date (or earlier
  redemption or expiration of the Rights),  new Common Share  certificates  issued
  after the Record  Date upon  transfer  or new  issuance  of Common  Shares  will
  contain a notation  incorporating  the Rights Agreement by reference.  Until the
  Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  the
  surrender for transfer of any certificates  for Common Shares  outstanding as of
  the Record Date,  even without such  notation or a copy of the Summary of Rights
  being  attached  thereto,  will  also  constitute  the  transfer  of the  Rights
  associated with the Common Shares  represented by such  certificate.  As soon as
  practicable  following the Distribution Date, separate  certificates  evidencing
  the Rights  ("Rights  Certificates")  will be mailed to holders of record of the
  Common  Shares as of the close of  business  on the  Distribution  Date and such
  separate Rights Certificates alone will evidence the Rights.
  
           The Rights are not exercisable until the Distribution  Date. The Rights
  will expire on August 15, 2009 (the "Final Expiration Date"),  unless the Rights
  are earlier  redeemed or exchanged by the  Company,  in each case,  as described
  below.
  
           The Purchase Price payable, and the number of Preferred Shares or other
  securities  or  property  issuable,  upon  exercise of the Rights are subject to
  adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
  securities  convertible into Preferred Shares with a conversion price, less than
  the  then  current  market  price of the  Preferred  Shares,  or (iii)  upon the
  distribution to holders of the Preferred  Shares of evidences of indebtedness or
  assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
  retained  earnings or dividends  payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).
  
           The number of outstanding Rights and the number of one  one-thousandths
  of a Preferred  Share  issuable  upon exercise of each Right are also subject to
  adjustment  in the  event  of a stock  split  of the  Common  Shares  or a stock
  dividend  on the  Common  Shares  payable  in  Common  Shares  or  subdivisions,
  consolidations or combinations of the Common Shares occurring, in any such case,
  prior to the Distribution Date.
  
           Preferred  Shares  purchasable  upon exercise of the Rights will not be
  redeemable.  Each  Preferred  Share will be entitled  to a minimum  preferential
  quarterly  dividend  payment of $1.00 per share  and,  upon any  declaration  of
  dividends on common  shares,  will be entitled to an aggregate  dividend of 1000
  times the dividend  declared per Common Share. In the event of liquidation,  the
  holders of the Preferred  Shares will be entitled to a preferential  liquidation
  payment  equal to the  greater  of (a)  $1000  per  share or (b) 1000  times the
  payment made per Common Share. Each Preferred Share will have 1000 votes, voting
  together  with  the  Common  Shares.  Finally,  in  the  event  of  any  merger,
  consolidation  or other  transaction in which Common Shares are exchanged,  each
  Preferred  Share will be entitled to receive 1000 times the amount  received per
  Common Share. These rights are protected by customary antidilution provisions.
  
           Because of the nature of the Preferred  Shares'  dividend,  liquidation
  and voting rights, the value of the one  one-thousandth  interest in a Preferred
  Share  purchasable  upon exercise of each Right should  approximate the value of
  one Common Share.
  
           In the event that the Company is acquired in a merger or other business
  combination  transaction  or 50% or more of its  consolidated  assets or earning
  power are sold after a person or group has become an  Acquiring  Person,  proper
  provision will be made so that each holder of a Right will  thereafter  have the
  right to receive,  upon the exercise  thereof at the then current exercise price
  of the Right,  that number of shares of common  stock of the  acquiring  company
  which at the time of such  transaction will have a market value of two times the
  exercise price of the Right. In the event that any person or group of affiliated
  or associated  persons becomes an Acquiring  Person,  proper  provision shall be
  made so that each holder of a Right, other than Rights beneficially owned by the
  Acquiring Person (which will thereafter be void), will thereafter have the right
  to receive upon  exercise  that number of Common Shares having a market value of
  two times the exercise price of the Right.
  
           At any time after any person or group  becomes an Acquiring  Person and
  prior  to the  acquisition  by  such  person  or  group  of 50% or  more  of the
  outstanding  Common  Shares,  the Board of Directors of the Company may exchange
  the Rights  (other  than  Rights  owned by such  person or group which will have
  become void),  in whole or in part, at an exchange ratio of one Common Share, or
  one one-thousandth of a Preferred Share, per Right (subject to adjustment).
  With certain  exceptions,  no adjustment in the Purchase  Price will be
  required until  cumulative  adjustments  require an adjustment of at least 1% in
  such Purchase Price. No fractional  Preferred  Shares will be issued (other than
  fractions  which are  integral  multiples of one  one-thousandth  of a Preferred
  Share,  which may, at the  election of the Company,  be evidenced by  depositary
  receipts) and in lieu  thereof,  an adjustment in cash will be made based on the
  market price of the  Preferred  Shares on the last trading day prior to the date
  of exercise.
  
           At any time prior to the acquisition by a person or group of affiliated
  or associated persons of beneficial  ownership of 20% or more of the outstanding
  Common  Shares,  the Board of  Directors of the Company may redeem the Rights in
  whole, but not in part, at a price of $0.01 per Right (the "Redemption  Price").
  The  redemption  of the Rights may be made  effective at such time on such basis
  with  such  conditions  as the Board of  Directors  in its sole  discretion  may
  establish.  Immediately upon any redemption of the Rights, the right to exercise
  the Rights will terminate and the only right of the holders of Rights will be to
  receive the Redemption Price.
  
           The terms of the Rights may be amended by the Board of Directors of the
  Company  without the consent of the holders of the Rights,  except that from and
  after  such time as any  person or group of  affiliated  or  associated  persons
  becomes an Acquiring Person no such amendment may adversely affect the interests
  of the holders of the Rights.
  
           Until a Right is exercised,  the holder thereof,  as such, will have no
  rights as a shareholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
             The Rights have certain anti-takeover  effects. The Rights will cause
  substantial  dilution to a person or group that  attempts to acquire the Company
  on terms not approved by the Company's Board of Directors, except pursuant to an
  offer conditioned on a substantial  number of Rights being acquired.  The Rights
  should not interfere with any merger or other business  combination  approved by
  the Board of  Directors  since the Rights may be  redeemed by the Company at the
  Redemption  Price  prior  to the  time  that a  person  or  group  has  acquired
  beneficial ownership of 20% or more of the Common Shares.
  
             The  Rights  Agreement,  dated as of August  15,  1999,  between  the
  Company and American Stock Transfer & Trust Company, as Rights Agent, specifying
  the terms of the Rights  and  including  the form of  Statement  of  Resolutions
  setting forth the terms of the Preferred Shares as an exhibit  thereto,  and the
  form of press release  announcing the declaration of the Rights are incorporated
  herein by reference as exhibits hereto. The foregoing  description of the Rights
  is qualified in its entirety by reference to such exhibit.
  ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
                  (c)        Exhibits.
  
                  4.1        Rights  Agreement,  dated  as  of  August  15,  1999,
                             between American  Physicians  Service Group, Inc. and
                             American   Stock   Transfer  &  Trust  Company  which
                             includes the form of Statement of Resolutions setting
                             forth the terms of the Junior Participating Preferred
                             Stock,  Series A, par value $1 per share,  as Exhibit
                             A, the form of Rights  Certificate  as  Exhibit B and
                             the Summary of Rights to Purchase Preferred Shares as
                             Exhibit C.  (Incorporated  by  reference  to Form 8-A
                             filed September 22, 1999)
  
                  99.1       Press Release  issued by the Company on September 21,
                             1999.  (Incorporated  by reference to Form 8-A filed
                             September 22, 1999)
  SIGNATURE
  
           Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended,  the  registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
  Dated:  September 22, 1999
  
                                       American Physicians Service Group, Inc.
  
                                       By:  /s/  Kenneth S. Shifrin
                                           ------------------------------
                                       Name:   Kenneth S. Shifrin
                                       Title:  Chairman of the Board
                                               and Chief Executive Officer
  EXHIBIT INDEX
  
  Exhibit No.                                          Description
  
  4.1               Rights  Agreement,  dated  as  of  August  15,  1999,  between
                    American  Physicians  Service  Group,  Inc. and American Stock
                    Transfer & Trust Company which  includes the form of Statement
                    of   Resolutions   setting  forth  the  terms  of  the  Junior
                    Participating  Preferred  Stock,  Series  A, par  value $1 per
                    share, as Exhibit A, the form of Rights Certificate as Exhibit
                    B and the  Summary of Rights to Purchase  Preferred  Shares as
                    Exhibit  C.  (Incorporated  by  reference  to Form  8-A  filed
                    September 22, 1999)
  
  99.1              Press  Release  issued by the Company on September 21, 1999.
                   (Incorporated  by reference to Form 8-A filed September 22,
                    1999)