April 25, 2007
VIA EDGAR AND FACSIMILE
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
|Re:||American Physicians Service Group, Inc.|
|American Physicians Insurance Company|
|Post-Effective Amendment No. 1 to Registration Statement on Form S-4|
|Filed April 2, 2007|
|Registration No. 333-137012|
Ladies and Gentleman:
American Physicians Service Group, Inc. (the Company), hereby submits its application to withdraw from registration pursuant to Rule 477 under the Securities Act of 1933, as amended, the Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (the Original Post-Effective Amendment) (Registration Statement No. 333-137012), filed by the Company with the Securities and Exchange Commission on April 2, 2007. Immediately following this withdrawal, we will file a replacement Post-Effective Amendment No. 1 to Registration Statement on Form S-4 dated as of the date hereof (the New Post-Effective Amendment).
The Original Post-Effective Amendment was incorrectly filed as submission type S-4 POS and is being withdrawn and replaced, at the request of the Commission, with the New Post-Effective Amendment, which will be filed as submission type POS AM. No shares were issued pursuant to the Original Post-Effective Amendment. The shares registered pursuant to the Registration Statement on Form S-4 (Registration Statement No. 333-137012) remain issued and outstanding.
If you have any questions regarding this request for withdrawal, please contact Jessica Payne at Akin Gump Strauss Hauer & Feld LLP, counsel for the Company.
|Very truly yours,|
|By:||/s/ William H. Hayes|
Name: William H. Hayes
Title: Senior Vice President Finance, Secretary
and Chief Financial Officer