As filed with the Securities and Exchange Commission on
                    August 26, 1998.
================================================================================
                       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 78746-6550
              (Address of registrant's principal executive offices)
          AMERICAN PHYSICIANS SERVICE GROUP, INC. AMENDED AND RESTATED
               1995 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                                 (Full title of
                                    the plan)
------------------------------------------------------------------
                               KENNETH S. SHIFRIN
                     American Physicians Service Group, Inc.
                   1301 Capital of Texas Highway, Suite C-300
                            Austin, Texas 78746-6550
                                 (512) 328-0888
                       (Name, address and telephone number
                       of registrant's agent for service)
-------------------------------------------------------------------------
                                   Copies to:
                               TIMOTHY L. LA FREY
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                              1900 Frost Bank Plaza
                               816 Congress Avenue
                               Austin, Texas 78701
                                 (512) 499-6200
---------------------------------------------------------------------------
This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
will thereafter be effected upon option exercises under the Plan.
---------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------- -------------------- ---------------------    -------------------- ====================

       Title of securities          Proposed maximum          Offering            Proposed maximum         Amount of
        To be registered              amount to be             Price                  aggregate         registration fee
                                      registered(1)          per share             offering price
---------------------------------- -------------------- ---------------------    -------------------- ====================
---------------------------------- -------------------- ---------------------    -------------------- ====================
<S>                                     <C>                  <C>                  <C>                   <C>    

Common Stock, $.10 par value(1)...      400,000              $5.5625 (2)          $2,225,000 (2)        $656.38 (2)
---------------------------------- -------------------- ---------------------    -------------------- ====================
</TABLE>

(1)      Pursuant to Rule 416, there are also being  registered  such additional
         shares  of  common  stock  as  may  become  issuable  pursuant  to  the
         antidilution provisions of the Plan.
(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule 457(c) and Rule 457(h),  using the average of the
         high and low sales prices  reported on The Nasdaq  National  Market for
         the Registrant's Common Stock on August 24, 1998.



<PAGE>


II-2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  American  Physicians  Service Group,  Inc. (the "Company") has
previously  filed  a  Registration  Statement  on  Form  S-8,  Registration  No.
333-07427 with the Securities and Exchange  Commission (the  "Commission")  with
respect to the  registration  of securities  of the same class,  relative to the
same employment  benefit plan, as the securities  being  registered  pursuant to
this Registration Statement.

                  The  Company  hereby   incorporates  by  reference  into  this
Registration  Statement  the  following  documents  previously  filed  with  the
Commission:

                  (a)      The Form S-8  Registration  Statement filed by the 
                           Company on July 2, 1996 with the Commission as 
                           Registration No. 333-07427;

                  (b)      The Company's Annual Report on Form 10-K for the year
                           ended December 31, 1997;

                  (c)      The Company's Quarterly Report on Form 10-Q for the 
                           period ended March 31, 1998;

                  (d)      The Company's Quarterly Report on Form 10-Q for the 
                           period ended June 30, 1998.

                  (e)      The description of the Company's  outstanding  Common
                           Stock  contained  in the  Company's  Form 8-A,  dated
                           January 6, 1984, for registration of the Common Stock
                           pursuant  to  Section  12 (g) of  the  Exchange  Act,
                           including  any  amendment  or  report  filed  for the
                           purpose of updating such description.


                  All  reports  and other  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange  Act of 1934,  as  amended,  prior to the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in any document incorporated or deemed to be 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  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified  or  superseded  shall  not be  deemed  to  constitute  a part  of this
Registration Statement, except as so modified or superseded.

Item 8.  Exhibits

         Exhibit Number                    Exhibit
         --------------               -------------------
            5.1      Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

            23.1     Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                     (included in the Opinion filed as Exhibit 5.1 to this 
                     Registration Statement)

            23.2     Consent of KPMG Peat Marwick LLP

            24.1     Power of Attorney (reference is made to the Signature Pages
                     of this Registration Statement)

            99.1     American Physicians Service Group, Inc. Amended and 
                     Restated 1995 Incentive and Non-Qualified Stock Option Plan


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
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 this 26th day of August,
1998.


                                     AMERICAN PHYSICIANS SERVICE GROUP, INC.



                                     By   /s/ William H. Hayes
                                         ---------------------------------------
                                         William H. Hayes, Senior Vice President

                                              POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the  undersigned  officers and  directors  of American  Physicians
Service  Group,  Inc., a Texas  corporation,  do hereby  constitute  and appoint
Kenneth  S.  Shifrin  and  William  H.  Hayes,  and  each of  them,  the  lawful
attorneys-in-fact  and agents  with full power and  authority  to do any and all
acts and things and to execute any and all instruments  which said attorneys and
agents,  and either one of them,  determine  may be  necessary  or  advisable or
required to enable said  corporation  to comply with the Securities Act of 1933,
as amended,  and any rules or regulations or  requirements of the Securities and
Exchange  Commission in connection  with this  Registration  Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to  any  and  all  amendments,   both  pre-effective  and  post-effective,   and
supplements to this  Registration  Statement,  and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements  thereof,  and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents,  or either of them, shall do or
cause to be done by  virtue  hereof.  This  Power of  Attorney  may be signed in
several counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.


    Signature                         Title                             Date
   -----------                       -------                          --------  

/s/ Kenneth S. Shifrin
---------------------       Chairman of the Board, President 
 KENNETH S. SHIFRIN           and Chief Executive Officer        August 26, 1998



/s/ William H. Hayes                          
--------------------        Senior Vice President and Chief                  
 WILLIAM H. HAYES             Financial Officer                  August 26, 1998
 


/s/ Thomas R./ Solimine
-----------------------     Controller (Chief Accounting                       
 THOMAS R. SOLIMINE                 Officer)                     August 26, 1998


/s/ Jack Murphy
----------------------           Director                                      
 JACK MURPHY                                                     August 26, 1998


/s/ Robert L. Myer
---------------------            Director                                      
 ROBERT L. MYER                                                  August 26, 1998



                                      II-2
<PAGE>

/s/ William A. Searles
----------------------           Director                                      
WILLIAM A. SEARLES                                               August 26, 1998




                                      II-3
<PAGE>




                                INDEX TO EXHIBITS

                                                                    Sequentially
                                                                      Numbered
Exhibit                           Exhibit                               Page
Number
-------   ------------------------------------------------------    -----------
5.1       Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.            i

23.1      Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
           (included in the Opinion filed as Exhibit 5.1 to this 
           Registration Statement)

23.2      Consent of KPMG Peat Marwick LLP                                ii

24.1      Power of Attorney (reference is made to the Signature 
           Page of this Registration Statement)

99.1      American Physicians Service Group, Inc. Amended and             iii
           Restated 1995 Incentive and Non-Qualified Stock Option 
           Plan
[{"type": "S-8", "sequence": "1", "description": "AMENDMENT TO STOCK OPTION PLAN", "secsgml_size_bytes": 12889}]
{"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": "333-62233", "film-number": "98697803"}, "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"}}
As filed with the Securities and Exchange Commission on
                    August 26, 1998.
================================================================================
                       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 78746-6550
              (Address of registrant's principal executive offices)
          AMERICAN PHYSICIANS SERVICE GROUP, INC. AMENDED AND RESTATED
               1995 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                                 (Full title of
                                    the plan)
------------------------------------------------------------------
                               KENNETH S. SHIFRIN
                     American Physicians Service Group, Inc.
                   1301 Capital of Texas Highway, Suite C-300
                            Austin, Texas 78746-6550
                                 (512) 328-0888
                       (Name, address and telephone number
                       of registrant's agent for service)
-------------------------------------------------------------------------
                                   Copies to:
                               TIMOTHY L. LA FREY
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                              1900 Frost Bank Plaza
                               816 Congress Avenue
                               Austin, Texas 78701
                                 (512) 499-6200
---------------------------------------------------------------------------
This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
will thereafter be effected upon option exercises under the Plan.
---------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
---------------------------------- -------------------- ---------------------    -------------------- ====================

       Title of securities          Proposed maximum          Offering            Proposed maximum         Amount of
        To be registered              amount to be             Price                  aggregate         registration fee
                                      registered(1)          per share             offering price
---------------------------------- -------------------- ---------------------    -------------------- ====================
---------------------------------- -------------------- ---------------------    -------------------- ====================
Common Stock, $.10 par value(1)...      400,000              $5.5625 (2)          $2,225,000 (2)        $656.38 (2)
---------------------------------- -------------------- ---------------------    -------------------- ====================
(1)      Pursuant to Rule 416, there are also being  registered  such additional
         shares  of  common  stock  as  may  become  issuable  pursuant  to  the
         antidilution provisions of the Plan.
(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule 457(c) and Rule 457(h),  using the average of the
         high and low sales prices  reported on The Nasdaq  National  Market for
         the Registrant's Common Stock on August 24, 1998.
II-2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  American  Physicians  Service Group,  Inc. (the "Company") has
previously  filed  a  Registration  Statement  on  Form  S-8,  Registration  No.
333-07427 with the Securities and Exchange  Commission (the  "Commission")  with
respect to the  registration  of securities  of the same class,  relative to the
same employment  benefit plan, as the securities  being  registered  pursuant to
this Registration Statement.

                  The  Company  hereby   incorporates  by  reference  into  this
Registration  Statement  the  following  documents  previously  filed  with  the
Commission:

                  (a)      The Form S-8  Registration  Statement filed by the 
                           Company on July 2, 1996 with the Commission as 
                           Registration No. 333-07427;

                  (b)      The Company's Annual Report on Form 10-K for the year
                           ended December 31, 1997;

                  (c)      The Company's Quarterly Report on Form 10-Q for the 
                           period ended March 31, 1998;

                  (d)      The Company's Quarterly Report on Form 10-Q for the 
                           period ended June 30, 1998.

                  (e)      The description of the Company's  outstanding  Common
                           Stock  contained  in the  Company's  Form 8-A,  dated
                           January 6, 1984, for registration of the Common Stock
                           pursuant  to  Section  12 (g) of  the  Exchange  Act,
                           including  any  amendment  or  report  filed  for the
                           purpose of updating such description.

                  All  reports  and other  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange  Act of 1934,  as  amended,  prior to the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in any document incorporated or deemed to be 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  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified  or  superseded  shall  not be  deemed  to  constitute  a part  of this
Registration Statement, except as so modified or superseded.

Item 8.  Exhibits

         Exhibit Number                    Exhibit
         --------------               -------------------
            5.1      Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

            23.1     Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                     (included in the Opinion filed as Exhibit 5.1 to this 
                     Registration Statement)

            23.2     Consent of KPMG Peat Marwick LLP

            24.1     Power of Attorney (reference is made to the Signature Pages
                     of this Registration Statement)

            99.1     American Physicians Service Group, Inc. Amended and 
                     Restated 1995 Incentive and Non-Qualified Stock Option Plan
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
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 this 26th day of August,
1998.

                                     AMERICAN PHYSICIANS SERVICE GROUP, INC.

                                     By   /s/ William H. Hayes
                                         ---------------------------------------
                                         William H. Hayes, Senior Vice President

                                              POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the  undersigned  officers and  directors  of American  Physicians
Service  Group,  Inc., a Texas  corporation,  do hereby  constitute  and appoint
Kenneth  S.  Shifrin  and  William  H.  Hayes,  and  each of  them,  the  lawful
attorneys-in-fact  and agents  with full power and  authority  to do any and all
acts and things and to execute any and all instruments  which said attorneys and
agents,  and either one of them,  determine  may be  necessary  or  advisable or
required to enable said  corporation  to comply with the Securities Act of 1933,
as amended,  and any rules or regulations or  requirements of the Securities and
Exchange  Commission in connection  with this  Registration  Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to  any  and  all  amendments,   both  pre-effective  and  post-effective,   and
supplements to this  Registration  Statement,  and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements  thereof,  and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents,  or either of them, shall do or
cause to be done by  virtue  hereof.  This  Power of  Attorney  may be signed in
several counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

    Signature                         Title                             Date
   -----------                       -------                          --------  

/s/ Kenneth S. Shifrin
---------------------       Chairman of the Board, President 
 KENNETH S. SHIFRIN           and Chief Executive Officer        August 26, 1998

/s/ William H. Hayes                          
--------------------        Senior Vice President and Chief                  
 WILLIAM H. HAYES             Financial Officer                  August 26, 1998
 

/s/ Thomas R./ Solimine
-----------------------     Controller (Chief Accounting                       
 THOMAS R. SOLIMINE                 Officer)                     August 26, 1998

/s/ Jack Murphy
----------------------           Director                                      
 JACK MURPHY                                                     August 26, 1998

/s/ Robert L. Myer
---------------------            Director                                      
 ROBERT L. MYER                                                  August 26, 1998

                                      II-2
/s/ William A. Searles
----------------------           Director                                      
WILLIAM A. SEARLES                                               August 26, 1998

                                      II-3
INDEX TO EXHIBITS

                                                                    Sequentially
                                                                      Numbered
Exhibit                           Exhibit                               Page
Number
-------   ------------------------------------------------------    -----------
5.1       Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.            i

23.1      Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
           (included in the Opinion filed as Exhibit 5.1 to this 
           Registration Statement)

23.2      Consent of KPMG Peat Marwick LLP                                ii

24.1      Power of Attorney (reference is made to the Signature 
           Page of this Registration Statement)

99.1      American Physicians Service Group, Inc. Amended and             iii
           Restated 1995 Incentive and Non-Qualified Stock Option 
           Plan