SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ------------

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 Date of Report:


                Date of Report (Date of earliest event reported:)
                            May 10, 2005 (May 9, 2005)

                     American Physicians Service Group, Inc.
             (Exact name of registrant as specified in its charter)


     Texas                        0-11453                         75-1458323
  (State of               (Commission File Number)              (IRS Employer
Incorporation)                                               Identification No.)



     1301 Capitol of Texas Highway
              Suite C-300
              Austin, Texas                                      78746
(Address of principal executive offices)                      (Zip Code)



                                 (512) 328-0888
              (Registrant's telephone number, including area code)








Item 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On May 9, 2005,  American  Physicians  Service Group,  Inc.  issued a press
release  entitled,  "American  Physicians  Service Group,  Inc.  Announces First
Quarter  Earnings  Per  Share Up 20%" The text of the  press  release,  which is
attached as Exhibit 99.1, is incorporated by reference in its entirety.







                                   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: May 10, 2005            By:   /s/ W.H. Hayes                              
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                              Name:    W.H. Hayes                               
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                              Title:   Sr VP - Finance                          
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                                      2


                                 EXHIBIT INDEX

Exhibit
Number    Description
------    -----------

99.1      Press Release issued by American Physicians Service Group, Inc., on 
          May 9, 2005.