================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            -------------------------

                     AMERICAN PHYSICIANS SERVICE GROUP, INC.
             (Exact name of Registrant as specified in its charter)

              Texas                                             75-1458323
 (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                            Identification No.)

                   1301 Capital of Texas Highway, Suite C-300
                               Austin, Texas 78746
                    (Address of Principal Executive Offices)

     Amended and Restated 1995 Incentive and Non-Qualified Stock Option Plan
                   of American Physicians Service Group, Inc.
                            (Full Title of the Plan)



                                   W. H. Hayes
            Senior Vice President - Finance, Chief Financial Officer
                   1301 Capital of Texas Highway, Suite C-300
                               Austin, Texas 78746
                                 (512) 328-0888
            (Name, address and telephone number of agent for service)

                                    Copy to:
                                Timothy L. LaFrey
                       Akin Gump Strauss Hauer & Feld LLP
                         300 West 6th Street, Suite 2100
                               Austin, Texas 78701
                                 (512) 499-6200

                             ----------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

======================================= ================= ====================== ====================
                                         Proposed Maximum       Proposed Maximum       Amount of
Title of Securities    Amount to be     Offering Price Per     Aggregate Offering    Registration
  to be Registered      Registered           Share(2)               Price(2)              Fee
-------------------- ----------------- ---------------------- ---------------------- --------------
-------------------- ----------------- ---------------------- ---------------------- --------------
<S>          <C>         <C>                 <C>                 <C>                     <C>
Common Stock (1)         400,000             $ 9.76              $3,904,000.00           $494.64
=====================================================================================================
</TABLE>


(1)    Upon a future stock split, stock dividend or similar transaction
       involving the common stock of the Registrant and during the effectiveness
       of this Registration Statement, the number of securities registered shall
       be automatically increased to cover the additional securities in
       accordance with Rule 416(a) under the Securities Act of 1933.
(2)    Estimated solely for the purpose of determining the registration fee
       pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based
       on average of the high and low price per common stock on June 21,
       2004, as reported by the Nasdaq Smallcap Market.


<PAGE>


                             INTRODUCTORY STATEMENT
    STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SHARES

         The additional shares to be registered by this registration statement
are of the same class as those securities covered by American Physicians Service
Group, Inc.'s previously filed registration statement on Form S-8 filed on July
2, 1996 (Registration No. 333-07427) and that certain registration statement on
Form S-8 filed on August 26, 1998 (Registration No. 333-62233) (collectively,
the "Registration Statements") with respect to the Amended and Restated 1995
Incentive and Non-Qualified Stock Option Plan of American Physicians Service
Group, Inc. Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statements, including reports under the Securities Exchange Act of
1934, as amended, that American Physicians Service Group, Inc. filed after the
date of the Registration Statements to maintain current information about
American Physicians Service Group, Inc., are incorporated herein by reference.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  EXHIBITS.

4.1    Amended and Restated 1995 Incentive and Non-Qualified Stock Option Plan
       of American Physicians Service Group, Inc. (filed as an Exhibit to the
       Annual Report on Form 10-KSB for the year ended December 31, 2003 and
       incorporated herein by reference).

5.1*   Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1*  Consent of independent registered public accounting firm.

23.2*  Consent of Akin Gump Strauss Hauer & Feld LLP (included in the opinion
       filed as Exhibit 5.1 of this registration statement).

24.1*  Power of Attorney (set forth on the signature pages of this registration
       statement).

*Filed herewith.



<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, APSG certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Austin, State of Texas, on June 23, 2004.

                              AMERICAN PHYSICIANS SERVICE GROUP, INC.


                              By:   /s/ Kenneth S. Shifrin
                                    --------------------------------------------
                              Kenneth S. Shifrin
                              Chairman of the Board and Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
each of Kenneth S.  Shifrin  and W.H.  Hayes with the power to act  without  the
other, his or her true and lawful attorney-in-fact and agents with full power of
substitution  and  resubstitution,  for him or her in his or her name, place and
stead, in any and all capacities, to sign on his behalf individually and in each
capacity stated below any or all amendments or post-effective amendments to this
registration  statement,  and to file the  same,  with all  exhibits  and  other
documents relating thereto,  granting unto said attorney-in-fact and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as he or she  might or could do in  person,  hereby
ratifying and confirming all that said attorney-in-fact and agents, or either of
them,  or their  substitutes,  may  lawfully  do or  cause to be done by  virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on June 23, 2004.

         Signature                                 Title
--------------------------            -------------------------------------

/s/ Kenneth S. Shifrin                 Chairman of the Board and Chief
--------------------------             Executive Officer
Kenneth S. Shifrin                     (Principal Executive Officer)


/s/ W.H.Hayes                          Senior Vice President-Finance, Secretary
---------------------------            and Chief Financial Officer
W.H. Hayes                             (Principal Financial Officer)


/s/ Thomas R. Solimine                 Controller
---------------------------            (Principal Accounting Officer)
Thomas R. Solimine



/s/ Jackie Majors                      Director
---------------------------
Jackie Majors


/s/ Robert L. Myer                     Director
---------------------------
Robert L. Myer



                                       2
<PAGE>


/s/ William A. Searles                 Director
---------------------------
William A. Searles


 /s/ Cheryl Williams                   Director
---------------------------
Cheryl Williams






                                       3
<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.      Description
----------       ---------------------
4.1              Amended and Restated 1995 Incentive and Non-Qualified Stock
                 Option Plan of American Physicians Service Group, Inc. (filed
                 as an Exhibit to the Annual Report on Form 10-KSB for the year
                 ended December 31, 2003 and incorporated herein by reference).

5.1*             Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1*            Consent of independent registered public accounting firm.

23.2*            Consent of Akin Gump Strauss Hauer & Feld LLP (included in the
                 opinion filed as Exhibit 5.1 of this registration statement).

24.1*            Power of Attorney (set forth on the signature pages of this
                 registration statement).


---------------
*Filed herewith





                                       4
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{"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": "S-8", "act": "33", "file-number": "333-116848", "film-number": "04881136"}, "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"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            -------------------------

                     AMERICAN PHYSICIANS SERVICE GROUP, INC.
             (Exact name of Registrant as specified in its charter)

              Texas                                             75-1458323
 (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                            Identification No.)

                   1301 Capital of Texas Highway, Suite C-300
                               Austin, Texas 78746
                    (Address of Principal Executive Offices)

     Amended and Restated 1995 Incentive and Non-Qualified Stock Option Plan
                   of American Physicians Service Group, Inc.
                            (Full Title of the Plan)

                                   W. H. Hayes
            Senior Vice President - Finance, Chief Financial Officer
                   1301 Capital of Texas Highway, Suite C-300
                               Austin, Texas 78746
                                 (512) 328-0888
            (Name, address and telephone number of agent for service)

                                    Copy to:
                                Timothy L. LaFrey
                       Akin Gump Strauss Hauer & Feld LLP
                         300 West 6th Street, Suite 2100
                               Austin, Texas 78701
                                 (512) 499-6200

                             ----------------------
                         CALCULATION OF REGISTRATION FEE
======================================= ================= ====================== ====================
                                         Proposed Maximum       Proposed Maximum       Amount of
Title of Securities    Amount to be     Offering Price Per     Aggregate Offering    Registration
  to be Registered      Registered           Share(2)               Price(2)              Fee
-------------------- ----------------- ---------------------- ---------------------- --------------
-------------------- ----------------- ---------------------- ---------------------- --------------
Common Stock (1)         400,000             $ 9.76              $3,904,000.00           $494.64
=====================================================================================================
(1)    Upon a future stock split, stock dividend or similar transaction
       involving the common stock of the Registrant and during the effectiveness
       of this Registration Statement, the number of securities registered shall
       be automatically increased to cover the additional securities in
       accordance with Rule 416(a) under the Securities Act of 1933.
(2)    Estimated solely for the purpose of determining the registration fee
       pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based
       on average of the high and low price per common stock on June 21,
       2004, as reported by the Nasdaq Smallcap Market.
INTRODUCTORY STATEMENT
    STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SHARES

         The additional shares to be registered by this registration statement
are of the same class as those securities covered by American Physicians Service
Group, Inc.'s previously filed registration statement on Form S-8 filed on July
2, 1996 (Registration No. 333-07427) and that certain registration statement on
Form S-8 filed on August 26, 1998 (Registration No. 333-62233) (collectively,
the "Registration Statements") with respect to the Amended and Restated 1995
Incentive and Non-Qualified Stock Option Plan of American Physicians Service
Group, Inc. Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statements, including reports under the Securities Exchange Act of
1934, as amended, that American Physicians Service Group, Inc. filed after the
date of the Registration Statements to maintain current information about
American Physicians Service Group, Inc., are incorporated herein by reference.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  EXHIBITS.

4.1    Amended and Restated 1995 Incentive and Non-Qualified Stock Option Plan
       of American Physicians Service Group, Inc. (filed as an Exhibit to the
       Annual Report on Form 10-KSB for the year ended December 31, 2003 and
       incorporated herein by reference).

5.1*   Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1*  Consent of independent registered public accounting firm.

23.2*  Consent of Akin Gump Strauss Hauer & Feld LLP (included in the opinion
       filed as Exhibit 5.1 of this registration statement).

24.1*  Power of Attorney (set forth on the signature pages of this registration
       statement).

*Filed herewith.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, APSG certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Austin, State of Texas, on June 23, 2004.

                              AMERICAN PHYSICIANS SERVICE GROUP, INC.

                              By:   /s/ Kenneth S. Shifrin
                                    --------------------------------------------
                              Kenneth S. Shifrin
                              Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
each of Kenneth S.  Shifrin  and W.H.  Hayes with the power to act  without  the
other, his or her true and lawful attorney-in-fact and agents with full power of
substitution  and  resubstitution,  for him or her in his or her name, place and
stead, in any and all capacities, to sign on his behalf individually and in each
capacity stated below any or all amendments or post-effective amendments to this
registration  statement,  and to file the  same,  with all  exhibits  and  other
documents relating thereto,  granting unto said attorney-in-fact and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all  intents  and  purposes  as he or she  might or could do in  person,  hereby
ratifying and confirming all that said attorney-in-fact and agents, or either of
them,  or their  substitutes,  may  lawfully  do or  cause to be done by  virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on June 23, 2004.

         Signature                                 Title
--------------------------            -------------------------------------

/s/ Kenneth S. Shifrin                 Chairman of the Board and Chief
--------------------------             Executive Officer
Kenneth S. Shifrin                     (Principal Executive Officer)

/s/ W.H.Hayes                          Senior Vice President-Finance, Secretary
---------------------------            and Chief Financial Officer
W.H. Hayes                             (Principal Financial Officer)

/s/ Thomas R. Solimine                 Controller
---------------------------            (Principal Accounting Officer)
Thomas R. Solimine

/s/ Jackie Majors                      Director
---------------------------
Jackie Majors

/s/ Robert L. Myer                     Director
---------------------------
Robert L. Myer

                                       2
/s/ William A. Searles                 Director
---------------------------
William A. Searles

 /s/ Cheryl Williams                   Director
---------------------------
Cheryl Williams

                                       3
INDEX TO EXHIBITS

Exhibit No.      Description
----------       ---------------------
4.1              Amended and Restated 1995 Incentive and Non-Qualified Stock
                 Option Plan of American Physicians Service Group, Inc. (filed
                 as an Exhibit to the Annual Report on Form 10-KSB for the year
                 ended December 31, 2003 and incorporated herein by reference).

5.1*             Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1*            Consent of independent registered public accounting firm.

23.2*            Consent of Akin Gump Strauss Hauer & Feld LLP (included in the
                 opinion filed as Exhibit 5.1 of this registration statement).

24.1*            Power of Attorney (set forth on the signature pages of this
                 registration statement).

---------------
*Filed herewith

                                       4