Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

         On July 8, 2002, we terminated the appointment of KPMG LLP as our
principal accountants and engaged BDO Seidman, LLP as our new principal
accountants. Our board of directors approved the decision to change accountants.

         During 2000 and 2001 and through the subsequent interim period ended
March 31, 2002, we had no disagreements with KPMG LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
KPMG LLP, would have caused it to make reference to the subject matter of the
disagreement in connection with its reports.

         The audit report of KPMG LLP on our consolidated financial statements
as of and for the years ended December 31, 2000 and 2001 did not contain any
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles.

         During 2000 and 2001 and through the subsequent interim period ended
March 31, 2002, we did not consult with BDO Seidman, LLP regarding the
application of accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on our
consolidated financial statements.

         We provided KPMG LLP a copy of the foregoing disclosures. A letter from
KPMG LLP dated July 15, 2002 is attached as EXHIBIT 16.1.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


American Physicians Service Group, Inc.



Date:  July 15, 2002                By:    /s/ W.H. Hayes
                                           ---------------------------
                                           W.H. Hayes
                                           Senior Vice President - Finance