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:
                                  November 28, 2001
  
  
                       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>
  
  
  Item 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
           On November 28, 2001, American Physicians Service Group, Inc., (the
  "Company"),  sold its  interest in Capital  View Center,  a  condominium  office
  building.  The  purchaser was Prime  Medical  Management,  L.P., a subsidiary of
  Prime  Medical  Services,  Inc.  which is an affiliate of the Company.  The cash
  purchase price was $6,075,000 and was determined using an independent appraisal.
  The real  estate  interest  consisted  of  approximately  45,000  square feet of
  commercial office space, of which approximately 23,000 square feet are presently
  used  by the  Company  for  its  corporate  headquarters.  The  remaining  space
  (approximately 22,000 square feet) is currently leased or available for lease to
  other tenants,  including Prime Medical Services, Inc. The purchaser has entered
  into a five year lease with the Company for the space currently  occupied by the
  Company.  The Company  intends to use most of the  proceeds  to reduce  existing
  indebtedness.  The real estate interest  accounted for  substantially all of the
  Company's real estate segment on its most recent annual financial statements and
  contributed  $1,040,000,  $162,000 and  $186,000 to pre-tax  income in the years
  2000, 1999 and 1998, respectively.  Approximately $770,000 of the income in 2000
  was generated from sales by the Company of interests in the same real estate.
  
           The foregoing description of the sale of real estate is qualified in
  its entirety by the terms and provisions  contained in the Real Estate Contract,
  which is filed as an exhibit to this Current Report on Form 8-K.
  
           On December 12, 2001, the Company sold 286,000 of its 457,000 shares of
  common  stock of  FemPartners,  Inc. to Duane K. Boyd,  a former  officer of the
  Company.  The shares were originally  acquired by the Company in connection with
  the Company's  divestiture of its  physicians  practice  management  business in
  1999.  FemPartners  is a privately  held company which  manages the  non-medical
  operations of OB-GYN medical  practices,  primarily in the  southwestern  United
  States.  The purchase  price for the 286,000  shares was  approximately  $38,000
  cash.  The  purchase  price  was  determined  primarily  on the  basis  of offer
  solicitations  made by the  Company to  FemPartners  and  certain  investors  of
  FemPartners not affiliated with the Company.
  
           The foregoing description of the sale of FemPartner's common stock is
  qualified  in its
  
  
                                         2
  <PAGE>
  
  entirety by the terms and  provisions  contained  in the Common  Stock  Purchase
  Agreement, which is filed as an exhibit to this Current Report on Form 8-K.
  
  
  Item 5.  VOLUNTARY DISCLOSURE OF OTHER EVENTS.
  
           On November 28, 2001, the Circuit Court of Pulaski County Arkansas,
  Second Division signed a judgment  awarding Moore Stephens Frost  $692,963.37 on
  its claims against the Company. The Company had previously included a reserve of
  approximately  $259,000 for this  litigation  under "Accrued  expenses and other
  liabilities" shown on the Company's balance sheet dated September 30, 2001 which
  was filed with the Company's  quarterly report on Form 10-Q for the period ended
  September  30,  2001.  This  reserve was  included  as a part of the  $1,634,000
  aggregate reserve for contractual/legal claims as reflected in Footnote 4 to the
  Company's  financial  statements  as of and  for  the  nine-month  period  ended
  September  30,  2001.  The Company  has filed  post-judgment  motions  seeking a
  judgment  notwithstanding the jury's verdict or, alternatively,  a new trial. If
  the judgment is not modified by the trial court,  the Company  intends to appeal
  to the Arkansas Court of Appeals.
  
  Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  
  (c)      EXHIBITS.
  
           Exhibit
           Number        Description
  
           2.1           Real Estate  Contract  dated  effective  as of June, 2001
                         between the Company, APS Realty, Inc., and Prime Medical
                         Management, Inc.
  
           2.2           Common Stock Purchase  Agreement, dated December 12, 2001
                         between the Company and Duane K. Boyd.
  
  
  
                                         3
  <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: December 12, 2001              By:
                                             /s/ W. H. Hayes
                                             ----------------------
                                        Name:
                                                W.H. Hayes
                                             ----------------------
                                        Title:
                                                Sr. Vice President
                                             ----------------------
  
  
                                         4
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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": "000-11453", "film-number": "1812655"}, "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:
                                  November 28, 2001
  
                       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)
  Item 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
           On November 28, 2001, American Physicians Service Group, Inc., (the
  "Company"),  sold its  interest in Capital  View Center,  a  condominium  office
  building.  The  purchaser was Prime  Medical  Management,  L.P., a subsidiary of
  Prime  Medical  Services,  Inc.  which is an affiliate of the Company.  The cash
  purchase price was $6,075,000 and was determined using an independent appraisal.
  The real  estate  interest  consisted  of  approximately  45,000  square feet of
  commercial office space, of which approximately 23,000 square feet are presently
  used  by the  Company  for  its  corporate  headquarters.  The  remaining  space
  (approximately 22,000 square feet) is currently leased or available for lease to
  other tenants,  including Prime Medical Services, Inc. The purchaser has entered
  into a five year lease with the Company for the space currently  occupied by the
  Company.  The Company  intends to use most of the  proceeds  to reduce  existing
  indebtedness.  The real estate interest  accounted for  substantially all of the
  Company's real estate segment on its most recent annual financial statements and
  contributed  $1,040,000,  $162,000 and  $186,000 to pre-tax  income in the years
  2000, 1999 and 1998, respectively.  Approximately $770,000 of the income in 2000
  was generated from sales by the Company of interests in the same real estate.
  
           The foregoing description of the sale of real estate is qualified in
  its entirety by the terms and provisions  contained in the Real Estate Contract,
  which is filed as an exhibit to this Current Report on Form 8-K.
  
           On December 12, 2001, the Company sold 286,000 of its 457,000 shares of
  common  stock of  FemPartners,  Inc. to Duane K. Boyd,  a former  officer of the
  Company.  The shares were originally  acquired by the Company in connection with
  the Company's  divestiture of its  physicians  practice  management  business in
  1999.  FemPartners  is a privately  held company which  manages the  non-medical
  operations of OB-GYN medical  practices,  primarily in the  southwestern  United
  States.  The purchase  price for the 286,000  shares was  approximately  $38,000
  cash.  The  purchase  price  was  determined  primarily  on the  basis  of offer
  solicitations  made by the  Company to  FemPartners  and  certain  investors  of
  FemPartners not affiliated with the Company.
  
           The foregoing description of the sale of FemPartner's common stock is
  qualified  in its
  
                                         2
  entirety by the terms and  provisions  contained  in the Common  Stock  Purchase
  Agreement, which is filed as an exhibit to this Current Report on Form 8-K.
  
  Item 5.  VOLUNTARY DISCLOSURE OF OTHER EVENTS.
  
           On November 28, 2001, the Circuit Court of Pulaski County Arkansas,
  Second Division signed a judgment  awarding Moore Stephens Frost  $692,963.37 on
  its claims against the Company. The Company had previously included a reserve of
  approximately  $259,000 for this  litigation  under "Accrued  expenses and other
  liabilities" shown on the Company's balance sheet dated September 30, 2001 which
  was filed with the Company's  quarterly report on Form 10-Q for the period ended
  September  30,  2001.  This  reserve was  included  as a part of the  $1,634,000
  aggregate reserve for contractual/legal claims as reflected in Footnote 4 to the
  Company's  financial  statements  as of and  for  the  nine-month  period  ended
  September  30,  2001.  The Company  has filed  post-judgment  motions  seeking a
  judgment  notwithstanding the jury's verdict or, alternatively,  a new trial. If
  the judgment is not modified by the trial court,  the Company  intends to appeal
  to the Arkansas Court of Appeals.
  
  Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)      EXHIBITS.
  
           Exhibit
           Number        Description
  
           2.1           Real Estate  Contract  dated  effective  as of June, 2001
                         between the Company, APS Realty, Inc., and Prime Medical
                         Management, Inc.
  
           2.2           Common Stock Purchase  Agreement, dated December 12, 2001
                         between the Company and Duane K. Boyd.
  
                                         3
  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: December 12, 2001              By:
                                             /s/ W. H. Hayes
                                             ----------------------
                                        Name:
                                                W.H. Hayes
                                             ----------------------
                                        Title:
                                                Sr. Vice President
                                             ----------------------
  
                                         4