As filed with the Securities and Exchange Commission on April 25, 2006
                                               Registration No. 333-
================================================================================

                       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)

               2005 Incentive and Non-Qualified Stock Option Plan
                   of American Physicians Service Group, Inc.
                                       AND
            American Physicians Service Group, Inc. Affiliated Group
                        Deferred Compensation Master Plan
                            (Full Title of the Plans)

                                   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>
Common Stock to be registered in              350,000              $14.92               $5,223,225            $558.89
respect of the 2005 Incentive and
Non-Qualified Stock Option Plan (1)

Common Stock to be registered in              150,000              $14.92               $2,238,525            $239.52
respect of the Affiliated Group
Deferred Compensation Master Plan
========================================= ================= ====================== ====================== =================
</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 the average of the high and low price per common stock on April 19,
       2006, as reported by NASDAQ.


<PAGE>


                             INTRODUCTORY STATEMENT

     On April 6, 2005,  the board of  directors of American  Physicians  Service
Group,  Inc.,  referred to herein as the  registrant  or APSG,  adopted the 2005
Incentive  and  Non-Qualified   Stock  Option  Plan  and  submitted  it  to  the
shareholders for consideration  and approval.  The shareholders of APSG approved
the  plan at the  annual  meeting  of  shareholders  held on June 14,  2005.  On
December 7, 2004, the board of directors of APSG adopted the American Physicians
Service  Group,  Inc.  Affiliated  Group Deferred  Compensation  Master Plan and
submitted  it  to  the  shareholders  for   consideration   and  approval.   The
shareholders  of APSG  approved the plan at the annual  meeting of  shareholders
held on June 14, 2005.  This  registration  statement on Form S-8 is being filed
with the SEC in  respect  of both the 2005  Incentive  and  Non-Qualified  Stock
Option Plan and the American  Physicians  Service Group,  Inc.  Affiliated Group
Deferred Compensation Master Plan.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  document(s)  containing  the  information  specified in Part I of this
registration statement on Form S-8 will be sent or given to plan participants as
specified in Rule  428(b)(1)  promulgated  under the  Securities Act of 1933, as
amended,  or the  Securities  Act.  Such  documents  need not be filed  with the
Securities  and  Exchange  Commission,  or the  SEC,  either  as  part  of  this
registration  statement or as prospectuses or prospectus supplements pursuant to
Rule 424 promulgated under the Securities Act. These documents and the documents
incorporated  by reference  in this  registration  statement  pursuant to Item 3
below,  taken  together,  constitute a prospectus  that meets the requirement of
Section 10(a) of the Securities Act.

ITEM 1. PLAN INFORMATION.

The  document(s)  containing  the  information  specified  in  Item  1  of  this
registration statement on Form S-8 will be sent or given to plan participants as
specified in Rule  428(b)(1)  promulgated  under the  Securities  Act and may be
obtained by plan participants free of charge from the APSG Corporate Secretary.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The  document(s)  containing  the  information  specified  in  Item  2  of  this
registration statement on Form S-8 will be sent or given to plan participants as
specified in Rule  428(b)(1)  promulgated  under the  Securities  Act and may be
obtained by plan participants free of charge from the APSG Corporate Secretary.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed by APSG with the
SEC are incorporated by reference in this registration statement:

     o  Annual Report on Form 10-K for the year ended December 31, 2005; o
     o  Current Report on Form 8-K filed with the SEC on March 13, 2006;
     o  the description of common stock set forth in the registration statement
        on Form 8-A, dated January 6, 1984, for registration of the common stock
        pursuant to Section 12(g) of the Exchange Act of 1934, as
        amended, or the Exchange Act, including any amendment or report filed
        for the purpose of updating such description.

     In addition,  all documents filed by APSG pursuant to Section 13(a), 13(c),
14 and  15(d)  of the  Exchange  Act on or after  the date of this  registration
statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
registration  statement that  indicates that all securities  offered hereby have
been sold or that  deregisters  all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document  incorporated or deemed  incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration


<PAGE>

statement to the extent that a statement contained hereby modifies or supersedes
such  statement.  Any such  statement  so  modified or  superseded  shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
registration statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Article 2.02-1 of the Texas Business Corporation Act, or the TBCA, provides
that a Texas  corporation  shall have the power to indemnify anyone who was, is,
or may become a defendant or respondent to any threatened, pending, or completed
action,   suit  or   proceeding,   whether  civil,   criminal,   administrative,
arbitrative,  or  investigative,  or any  appeal  in  such  an  action,  suit or
proceeding,  and any inquiry or investigation that could lead to such an action,
suit,  or  proceeding,  because  such  person  is  or  was  a  director  of  the
corporation, provided that (i) such person conducted himself in good faith, (ii)
such person reasonably  believed (A) that in the case of conduct in his official
capacity  as a  director  of  the  corporation  that  his  conduct  was  in  the
corporation's best interests and (B) in all other cases, that his conduct was at
least not opposed to the corporation's best interests,  and (iii) in the case of
a criminal  proceeding,  such  person  has no  reasonable  cause to believe  his
conduct was  unlawful.  The  termination  of a proceeding  by  judgment,  order,
settlement, or conviction, or on a plea of nolo contendere or its equivalent, is
not of itself  determinative that a director is not eligible for indemnification
by a corporation.  Instead,  a person shall be deemed to be liable in respect of
any claim, issue or matter only after a court of competent jurisdiction adjudges
the person liable and the person has exhausted all available  appeals.  APSG may
not indemnify a director as described  above for  obligations  resulting  from a
proceeding  (i) in which such  person is liable on the basis that he  improperly
received  personal  benefit,  whether or not the benefit resulted from an action
taken in his official capacity,  or (ii) in which such person is found liable to
the  corporation  (except that in such cases APSG may  indemnify  such  director
against reasonable  expenses the director actually incurs in connection with the
proceeding unless the director's  misconduct was willful, in which case APSG may
not pay such indemnification).

     A  corporation  may provide  indemnification  as described  above only if a
determination of  indemnification is made: (i) by a majority vote of a quorum of
directors who the  proceeding  does not name as defendants or respondents at the
time of voting,  regardless  of whether the  directors  not named  defendants or
respondents  constitute a quorum;  (ii) by a majority vote of a committee of the
board of directors, if (A) the committee is designated by a majority vote of the
directors who at the time of the vote are not named defendants or respondents in
the  proceeding,  regardless of whether the  directors  not named  defendants or
respondents constitute a quorum, and (B) the committee consists solely of one or
more of the directors not named as defendants or respondents in the  proceeding;
(iii) by special legal counsel selected by the board of directors or a committee
of the board by vote as set forth in (i) and (ii);  or (iv) by the  shareholders
in a vote  that  excludes  the  shares  held  by the  directors  who  are  named
defendants or respondents in the proceeding.  A court may order  indemnification
even though APSG does not meet certain of these  conditions,  if the court deems
indemnification  proper  and  equitable;  provided,  however,  that if the court
determines that the  indemnified  person is liable to the corporation or that he
improperly received a personal benefit, the court-ordered indemnification cannot
exceed the reasonable  expenses that the indemnified  party actually incurred in
connection with the proceeding.

     A person  may be  indemnified  by a  corporation  as  previously  described
against  judgments,  penalties  (including  excise and  similar  taxes),  fines,
settlements,  and  reasonable  expenses  actually  incurred  by  the  person  in
connection with the proceeding,  provided, that if such a person is found liable
to the corporation or is liable on the basis that he or she improperly  received
a personal benefit, the indemnification  shall be limited to reasonable expenses
actually  incurred by the person in connection with the proceeding and shall not
be  available in respect of any  proceeding  in which the person shall have been
found liable for willful or  intentional  misconduct in the  performance  of his
duty to the corporation.


                                       2
<PAGE>

     A  corporation  shall  indemnify  a director  against  reasonable  expenses
incurred  by him in  connection  with  the  proceeding  in  which  he is a named
defendant  or  respondent  because he is or was a director if he has been wholly
successful,  on the merits or otherwise,  in the defense of the  proceeding.  In
addition, if a director sues a corporation to recover  indemnification in such a
case, the court,  upon ordering the  corporation to pay  indemnification,  shall
also award the director his expenses incurred in securing the indemnification. A
corporation  may pay, or  reimburse a director  for, the  director's  reasonable
expenses  incurred  because  he or she  was,  is,  or  may  become  a  defendant
correspondent  in a  proceeding,  in  advance  of any final  disposition  of the
proceeding and without any  determination  that the director is entitled to such
payment  or  reimbursement  under  the   above-described   standards  after  the
corporation  receives a written  affirmation  by the director of his or her good
faith  belief  that he or she has met the  standard  of  conduct  necessary  for
indemnification under Article 2.02-1 of the TBCA and a written undertaking by or
on behalf of the director  (which must be an unlimited  general  obligation  but
that need not be secured,  and that may be  accepted  without  reference  to the
director's  financial  ability to pay) to repay the amount paid or reimbursed if
it is ultimately determined that the director has not met that standard or if it
is ultimately  determined that  indemnification of the director against expenses
incurred by such director in connection with that proceeding is prohibited under
the standards enumerated above. Notwithstanding the above, a corporation may pay
or reimburse a director for expenses  incurred in connection with the director's
appearance  as a witness or other  participation  in a proceeding at a time when
the director is not a named defendant or respondent in the proceeding.

     Article  2.02-1  of the  TBCA  permits  the  purchase  and  maintenance  of
insurance or another arrangement on behalf of directors, officers, employees and
agents of the corporation  against any liability asserted against or incurred by
them in any such capacity or arising out of the person's status as such, whether
or not the corporation itself would have the power to indemnify any such officer
or director  against such  liability;  provided,  that if the insurance or other
arrangement  is with a person or entity  that is not  regularly  engaged  in the
business of providing  insurance  coverage,  the  insurance or  arrangement  may
provide for payment of a liability with respect to which the  corporation  would
not have the power to  indemnify  the  person  only if the  shareholders  of the
corporation have approved including coverage for the additional liability.

     Any  indemnification  of, or advance  of  expenses  to, a director  must be
reported  in  writing  to  shareholders  with or before  the notice or waiver of
notice of the next  shareholders'  meeting  or  before  the next  submission  to
shareholders of a consent to action without a meeting,  and, in any case, within
the12-month period immediately following such indemnification or advance.

     A  corporation  shall  indemnify  officers and others who are not officers,
employees,   or  agents  of  the  corporation,   but  who  are  serving  at  the
corporation's request as a director,  officer,  partner,  venturer,  proprietor,
trustee, employee, agent, or similar functionary for another entity, to the same
extent that the corporation  indemnifies  directors. A corporation may indemnify
and advance  expenses to such officers and other persons to the same extent that
it may indemnify, or advance expenses to, directors.

     Article IX of APSG's Restated  Articles of Incorporation  provides that, to
the extent  permitted by applicable law and by resolution or other proper action
of the board of directors of APSG,  APSG will  indemnify  its present and former
directors and officers, its employees and agents and any other person serving at
the  request  of APSG as a  director,  trustee,  officer,  employee  or agent of
another corporation,  partnership,  joint venture,  association,  trust or other
enterprise,  against expenses,  including attorneys' fees, judgments,  fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
any  threatened,  pending or completed  action,  suit or proceeding to which any
such  person  is, or is  threatened  to be made,  a party and which may arise by
reason of the fact he is or was a person  occupying any such office or position.
In  addition,   APSG  currently  maintains  directors  and  officers'  liability
insurance.

     Article XVI of APSG's Restated Articles of Incorporation provides that APSG
directors shall not be liable to APSG or its  shareholders  for monetary damages
for an act or  omission  in the  director's  capacity  as a director  except for
liability  based  upon  (i)  a  breach  of  duty  of  loyalty  to  APSG  or  its
shareholders,  (ii) an act or  omission  not in  good  faith  or  that  involves
intentional  misconduct or a knowing  violation of law, (iii) a transaction from
which a director  received  an  improper  benefit,  whether  or not the  benefit
resulted from an action taken within the scope of the director's office, or (iv)
an act related to an unlawful stock repurchase or payment of a dividend.


                                       3
<PAGE>

     In addition to the indemnifications provided by APSG's Restated Articles of
Incorporation,  APSG has entered into indemnity agreements with its officers and
directors.  The agreements  generally  provide that, to the extent  permitted by
law, APSG must indemnify each person for judgments,  expenses,  fines, penalties
and  amounts  paid in  settlement  of claims that result from the fact that they
were was an officer, director or employee of APSG.

     The preceding  discussion of  indemnification  agreements,  APSG's Restated
Articles of Incorporation  and Section 2.02-1 of the Texas Business  Corporation
Act is not  intended to be  exhaustive  and is  qualified in its entirety by the
indemnity  agreements,  Restated Articles of Incorporation and Section 2.02-1 of
the Texas Business Corporation Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

     Exhibit No.  Description
     ----------   ------------
            4.1*  2005 Incentive and Non-Qualified Stock Option Plan of American
                  Physicians Service Group, Inc.
            4.2*  American Physicians Service Group, Inc. Affiliated Group
                  Deferred Compensation Master Plan.
            5.1*  Opinion of Akin Gump Strauss Hauer & Feld LLP.
           23.1*  Consent of Akin Gump Strauss Hauer & Feld LLP (included in the
                  opinion filed as Exhibit 5.1 to this registration statement).
           23.2*  Consent of independent registered public accounting firm.
           24.1*  Power of Attorney (included on the signature page of this
                  registration statement).
---------------
*Filed herewith.



ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

(1)              To file, during any period in which offers or sales are being
                 made of the securities registered hereby, a post-effective
                 amendment to this registration statement:

(i)              To include any prospectus required by Section 10(a)(3) of the
                 Securities Act;

(ii)             To reflect in the prospectus any facts or events arising after
                 the effective date of this registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in this registration statement;

(iii)            To include any material information with respect to the plan of
                 distribution not previously disclosed in this registration
                 statement or any material change to such information in this
                 registration statement;

provided,  however,  that the  undertakings  set forth in paragraphs  (1)(i) and
(1)(ii)  above  do not  apply  to a  registration  statement  on Form S-8 if the
information  required  to be  included in a  post-effective  amendment  by these
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this registration statement.


                                       4
<PAGE>

(2)      That, for the purpose of determining any liability under the Securities
         Act, each such post-effective amendment shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Exchange  Act),  that  is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of APSG pursuant
to the foregoing  provisions,  or  otherwise,  APSG has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore,  unenforceable.  In the event that a claim
for indemnification  against such liabilities (other than the payment by APSG of
expenses incurred or paid by a director,  officer or controlling  person of APSG
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  APSG will, unless in the opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.



                                       5
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 April 25, 2006.

                        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 agent 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 or her 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 agent,
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 agent, 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 below on April 25, 2006.

      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
    W. H. Hayes                            Financial Officer
                                           (Principal Financial Officer)


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


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


/s/ Lew N. Little, Jr.                               Director
----------------------
    Lew N. Little, Jr.


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


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


                                       5
<PAGE>


                                INDEX TO EXHIBITS

     Exhibit No.  Description
     ----------   -----------
            4.1*  2005 Incentive and Non-Qualified Stock Option Plan of American
                  Physicians Service Group, Inc.
            4.2*  American Physicians Service Group, Inc. Affiliated Group
                  Deferred Compensation Master Plan.
            5.1*  Opinion of Akin Gump Strauss Hauer & Feld LLP.
           23.1*  Consent of Akin Gump Strauss Hauer & Feld LLP (included in the
                  opinion filed as Exhibit 5.1 to this registration statement).
           23.2*  Consent of independent registered public accounting firm.
           24.1*  Power of Attorney (included on the signature page of this
                  registration statement).
---------------
*Filed herewith




                                       7
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As filed with the Securities and Exchange Commission on April 25, 2006
                                               Registration No. 333-
================================================================================

                       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)

               2005 Incentive and Non-Qualified Stock Option Plan
                   of American Physicians Service Group, Inc.
                                       AND
            American Physicians Service Group, Inc. Affiliated Group
                        Deferred Compensation Master Plan
                            (Full Title of the Plans)

                                   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 to be registered in              350,000              $14.92               $5,223,225            $558.89
respect of the 2005 Incentive and
Non-Qualified Stock Option Plan (1)

Common Stock to be registered in              150,000              $14.92               $2,238,525            $239.52
respect of the Affiliated Group
Deferred Compensation Master Plan
========================================= ================= ====================== ====================== =================
(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 the average of the high and low price per common stock on April 19,
       2006, as reported by NASDAQ.
INTRODUCTORY STATEMENT

     On April 6, 2005,  the board of  directors of American  Physicians  Service
Group,  Inc.,  referred to herein as the  registrant  or APSG,  adopted the 2005
Incentive  and  Non-Qualified   Stock  Option  Plan  and  submitted  it  to  the
shareholders for consideration  and approval.  The shareholders of APSG approved
the  plan at the  annual  meeting  of  shareholders  held on June 14,  2005.  On
December 7, 2004, the board of directors of APSG adopted the American Physicians
Service  Group,  Inc.  Affiliated  Group Deferred  Compensation  Master Plan and
submitted  it  to  the  shareholders  for   consideration   and  approval.   The
shareholders  of APSG  approved the plan at the annual  meeting of  shareholders
held on June 14, 2005.  This  registration  statement on Form S-8 is being filed
with the SEC in  respect  of both the 2005  Incentive  and  Non-Qualified  Stock
Option Plan and the American  Physicians  Service Group,  Inc.  Affiliated Group
Deferred Compensation Master Plan.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  document(s)  containing  the  information  specified in Part I of this
registration statement on Form S-8 will be sent or given to plan participants as
specified in Rule  428(b)(1)  promulgated  under the  Securities Act of 1933, as
amended,  or the  Securities  Act.  Such  documents  need not be filed  with the
Securities  and  Exchange  Commission,  or the  SEC,  either  as  part  of  this
registration  statement or as prospectuses or prospectus supplements pursuant to
Rule 424 promulgated under the Securities Act. These documents and the documents
incorporated  by reference  in this  registration  statement  pursuant to Item 3
below,  taken  together,  constitute a prospectus  that meets the requirement of
Section 10(a) of the Securities Act.

ITEM 1. PLAN INFORMATION.

The  document(s)  containing  the  information  specified  in  Item  1  of  this
registration statement on Form S-8 will be sent or given to plan participants as
specified in Rule  428(b)(1)  promulgated  under the  Securities  Act and may be
obtained by plan participants free of charge from the APSG Corporate Secretary.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The  document(s)  containing  the  information  specified  in  Item  2  of  this
registration statement on Form S-8 will be sent or given to plan participants as
specified in Rule  428(b)(1)  promulgated  under the  Securities  Act and may be
obtained by plan participants free of charge from the APSG Corporate Secretary.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed by APSG with the
SEC are incorporated by reference in this registration statement:

     o  Annual Report on Form 10-K for the year ended December 31, 2005; o
     o  Current Report on Form 8-K filed with the SEC on March 13, 2006;
     o  the description of common stock set forth in the registration statement
        on Form 8-A, dated January 6, 1984, for registration of the common stock
        pursuant to Section 12(g) of the Exchange Act of 1934, as
        amended, or the Exchange Act, including any amendment or report filed
        for the purpose of updating such description.

     In addition,  all documents filed by APSG pursuant to Section 13(a), 13(c),
14 and  15(d)  of the  Exchange  Act on or after  the date of this  registration
statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
registration  statement that  indicates that all securities  offered hereby have
been sold or that  deregisters  all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document  incorporated or deemed  incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained hereby modifies or supersedes
such  statement.  Any such  statement  so  modified or  superseded  shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Article 2.02-1 of the Texas Business Corporation Act, or the TBCA, provides
that a Texas  corporation  shall have the power to indemnify anyone who was, is,
or may become a defendant or respondent to any threatened, pending, or completed
action,   suit  or   proceeding,   whether  civil,   criminal,   administrative,
arbitrative,  or  investigative,  or any  appeal  in  such  an  action,  suit or
proceeding,  and any inquiry or investigation that could lead to such an action,
suit,  or  proceeding,  because  such  person  is  or  was  a  director  of  the
corporation, provided that (i) such person conducted himself in good faith, (ii)
such person reasonably  believed (A) that in the case of conduct in his official
capacity  as a  director  of  the  corporation  that  his  conduct  was  in  the
corporation's best interests and (B) in all other cases, that his conduct was at
least not opposed to the corporation's best interests,  and (iii) in the case of
a criminal  proceeding,  such  person  has no  reasonable  cause to believe  his
conduct was  unlawful.  The  termination  of a proceeding  by  judgment,  order,
settlement, or conviction, or on a plea of nolo contendere or its equivalent, is
not of itself  determinative that a director is not eligible for indemnification
by a corporation.  Instead,  a person shall be deemed to be liable in respect of
any claim, issue or matter only after a court of competent jurisdiction adjudges
the person liable and the person has exhausted all available  appeals.  APSG may
not indemnify a director as described  above for  obligations  resulting  from a
proceeding  (i) in which such  person is liable on the basis that he  improperly
received  personal  benefit,  whether or not the benefit resulted from an action
taken in his official capacity,  or (ii) in which such person is found liable to
the  corporation  (except that in such cases APSG may  indemnify  such  director
against reasonable  expenses the director actually incurs in connection with the
proceeding unless the director's  misconduct was willful, in which case APSG may
not pay such indemnification).

     A  corporation  may provide  indemnification  as described  above only if a
determination of  indemnification is made: (i) by a majority vote of a quorum of
directors who the  proceeding  does not name as defendants or respondents at the
time of voting,  regardless  of whether the  directors  not named  defendants or
respondents  constitute a quorum;  (ii) by a majority vote of a committee of the
board of directors, if (A) the committee is designated by a majority vote of the
directors who at the time of the vote are not named defendants or respondents in
the  proceeding,  regardless of whether the  directors  not named  defendants or
respondents constitute a quorum, and (B) the committee consists solely of one or
more of the directors not named as defendants or respondents in the  proceeding;
(iii) by special legal counsel selected by the board of directors or a committee
of the board by vote as set forth in (i) and (ii);  or (iv) by the  shareholders
in a vote  that  excludes  the  shares  held  by the  directors  who  are  named
defendants or respondents in the proceeding.  A court may order  indemnification
even though APSG does not meet certain of these  conditions,  if the court deems
indemnification  proper  and  equitable;  provided,  however,  that if the court
determines that the  indemnified  person is liable to the corporation or that he
improperly received a personal benefit, the court-ordered indemnification cannot
exceed the reasonable  expenses that the indemnified  party actually incurred in
connection with the proceeding.

     A person  may be  indemnified  by a  corporation  as  previously  described
against  judgments,  penalties  (including  excise and  similar  taxes),  fines,
settlements,  and  reasonable  expenses  actually  incurred  by  the  person  in
connection with the proceeding,  provided, that if such a person is found liable
to the corporation or is liable on the basis that he or she improperly  received
a personal benefit, the indemnification  shall be limited to reasonable expenses
actually  incurred by the person in connection with the proceeding and shall not
be  available in respect of any  proceeding  in which the person shall have been
found liable for willful or  intentional  misconduct in the  performance  of his
duty to the corporation.

                                       2
A  corporation  shall  indemnify  a director  against  reasonable  expenses
incurred  by him in  connection  with  the  proceeding  in  which  he is a named
defendant  or  respondent  because he is or was a director if he has been wholly
successful,  on the merits or otherwise,  in the defense of the  proceeding.  In
addition, if a director sues a corporation to recover  indemnification in such a
case, the court,  upon ordering the  corporation to pay  indemnification,  shall
also award the director his expenses incurred in securing the indemnification. A
corporation  may pay, or  reimburse a director  for, the  director's  reasonable
expenses  incurred  because  he or she  was,  is,  or  may  become  a  defendant
correspondent  in a  proceeding,  in  advance  of any final  disposition  of the
proceeding and without any  determination  that the director is entitled to such
payment  or  reimbursement  under  the   above-described   standards  after  the
corporation  receives a written  affirmation  by the director of his or her good
faith  belief  that he or she has met the  standard  of  conduct  necessary  for
indemnification under Article 2.02-1 of the TBCA and a written undertaking by or
on behalf of the director  (which must be an unlimited  general  obligation  but
that need not be secured,  and that may be  accepted  without  reference  to the
director's  financial  ability to pay) to repay the amount paid or reimbursed if
it is ultimately determined that the director has not met that standard or if it
is ultimately  determined that  indemnification of the director against expenses
incurred by such director in connection with that proceeding is prohibited under
the standards enumerated above. Notwithstanding the above, a corporation may pay
or reimburse a director for expenses  incurred in connection with the director's
appearance  as a witness or other  participation  in a proceeding at a time when
the director is not a named defendant or respondent in the proceeding.

     Article  2.02-1  of the  TBCA  permits  the  purchase  and  maintenance  of
insurance or another arrangement on behalf of directors, officers, employees and
agents of the corporation  against any liability asserted against or incurred by
them in any such capacity or arising out of the person's status as such, whether
or not the corporation itself would have the power to indemnify any such officer
or director  against such  liability;  provided,  that if the insurance or other
arrangement  is with a person or entity  that is not  regularly  engaged  in the
business of providing  insurance  coverage,  the  insurance or  arrangement  may
provide for payment of a liability with respect to which the  corporation  would
not have the power to  indemnify  the  person  only if the  shareholders  of the
corporation have approved including coverage for the additional liability.

     Any  indemnification  of, or advance  of  expenses  to, a director  must be
reported  in  writing  to  shareholders  with or before  the notice or waiver of
notice of the next  shareholders'  meeting  or  before  the next  submission  to
shareholders of a consent to action without a meeting,  and, in any case, within
the12-month period immediately following such indemnification or advance.

     A  corporation  shall  indemnify  officers and others who are not officers,
employees,   or  agents  of  the  corporation,   but  who  are  serving  at  the
corporation's request as a director,  officer,  partner,  venturer,  proprietor,
trustee, employee, agent, or similar functionary for another entity, to the same
extent that the corporation  indemnifies  directors. A corporation may indemnify
and advance  expenses to such officers and other persons to the same extent that
it may indemnify, or advance expenses to, directors.

     Article IX of APSG's Restated  Articles of Incorporation  provides that, to
the extent  permitted by applicable law and by resolution or other proper action
of the board of directors of APSG,  APSG will  indemnify  its present and former
directors and officers, its employees and agents and any other person serving at
the  request  of APSG as a  director,  trustee,  officer,  employee  or agent of
another corporation,  partnership,  joint venture,  association,  trust or other
enterprise,  against expenses,  including attorneys' fees, judgments,  fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
any  threatened,  pending or completed  action,  suit or proceeding to which any
such  person  is, or is  threatened  to be made,  a party and which may arise by
reason of the fact he is or was a person  occupying any such office or position.
In  addition,   APSG  currently  maintains  directors  and  officers'  liability
insurance.

     Article XVI of APSG's Restated Articles of Incorporation provides that APSG
directors shall not be liable to APSG or its  shareholders  for monetary damages
for an act or  omission  in the  director's  capacity  as a director  except for
liability  based  upon  (i)  a  breach  of  duty  of  loyalty  to  APSG  or  its
shareholders,  (ii) an act or  omission  not in  good  faith  or  that  involves
intentional  misconduct or a knowing  violation of law, (iii) a transaction from
which a director  received  an  improper  benefit,  whether  or not the  benefit
resulted from an action taken within the scope of the director's office, or (iv)
an act related to an unlawful stock repurchase or payment of a dividend.

                                       3
In addition to the indemnifications provided by APSG's Restated Articles of
Incorporation,  APSG has entered into indemnity agreements with its officers and
directors.  The agreements  generally  provide that, to the extent  permitted by
law, APSG must indemnify each person for judgments,  expenses,  fines, penalties
and  amounts  paid in  settlement  of claims that result from the fact that they
were was an officer, director or employee of APSG.

     The preceding  discussion of  indemnification  agreements,  APSG's Restated
Articles of Incorporation  and Section 2.02-1 of the Texas Business  Corporation
Act is not  intended to be  exhaustive  and is  qualified in its entirety by the
indemnity  agreements,  Restated Articles of Incorporation and Section 2.02-1 of
the Texas Business Corporation Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

     Exhibit No.  Description
     ----------   ------------
            4.1*  2005 Incentive and Non-Qualified Stock Option Plan of American
                  Physicians Service Group, Inc.
            4.2*  American Physicians Service Group, Inc. Affiliated Group
                  Deferred Compensation Master Plan.
            5.1*  Opinion of Akin Gump Strauss Hauer & Feld LLP.
           23.1*  Consent of Akin Gump Strauss Hauer & Feld LLP (included in the
                  opinion filed as Exhibit 5.1 to this registration statement).
           23.2*  Consent of independent registered public accounting firm.
           24.1*  Power of Attorney (included on the signature page of this
                  registration statement).
---------------
*Filed herewith.

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

(1)              To file, during any period in which offers or sales are being
                 made of the securities registered hereby, a post-effective
                 amendment to this registration statement:

(i)              To include any prospectus required by Section 10(a)(3) of the
                 Securities Act;

(ii)             To reflect in the prospectus any facts or events arising after
                 the effective date of this registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in this registration statement;

(iii)            To include any material information with respect to the plan of
                 distribution not previously disclosed in this registration
                 statement or any material change to such information in this
                 registration statement;

provided,  however,  that the  undertakings  set forth in paragraphs  (1)(i) and
(1)(ii)  above  do not  apply  to a  registration  statement  on Form S-8 if the
information  required  to be  included in a  post-effective  amendment  by these
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this registration statement.

                                       4
(2)      That, for the purpose of determining any liability under the Securities
         Act, each such post-effective amendment shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Exchange  Act),  that  is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of APSG pursuant
to the foregoing  provisions,  or  otherwise,  APSG has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore,  unenforceable.  In the event that a claim
for indemnification  against such liabilities (other than the payment by APSG of
expenses incurred or paid by a director,  officer or controlling  person of APSG
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  APSG will, unless in the opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 April 25, 2006.

                        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 agent 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 or her 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 agent,
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 agent, 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 below on April 25, 2006.

      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
    W. H. Hayes                            Financial Officer
                                           (Principal Financial Officer)

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

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

/s/ Lew N. Little, Jr.                               Director
----------------------
    Lew N. Little, Jr.

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

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

                                       5
INDEX TO EXHIBITS

     Exhibit No.  Description
     ----------   -----------
            4.1*  2005 Incentive and Non-Qualified Stock Option Plan of American
                  Physicians Service Group, Inc.
            4.2*  American Physicians Service Group, Inc. Affiliated Group
                  Deferred Compensation Master Plan.
            5.1*  Opinion of Akin Gump Strauss Hauer & Feld LLP.
           23.1*  Consent of Akin Gump Strauss Hauer & Feld LLP (included in the
                  opinion filed as Exhibit 5.1 to this registration statement).
           23.2*  Consent of independent registered public accounting firm.
           24.1*  Power of Attorney (included on the signature page of this
                  registration statement).
---------------
*Filed herewith

                                       7