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 earliest event reported:
                                 March 19, 2002


                     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 2.  ACQUISITION OR DISPOSITION OF ASSETS.
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         On March 19, 2002, pursuant to an unsolicited offer, American
Physicians Service Group, Inc. (the "Company"),  sold 1,070,000 of its 1,843,803
shares  of $0.01  par value  common  stock  ("Common  Stock")  of Prime  Medical
Services,  Inc. ("Prime"),  which is an affiliate of the Company.  The trade was
executed  through SWS Securities,  Inc. a registered  broker/dealer.  The shares
were sold at $6.772  per share  with  gross  proceeds  to the  Company  totaling
$7,246,500. The Company originally acquired the shares in 1989. The sale reduced
the Company's  ownership in Prime from  approximately 12% to less than 5% of the
total  outstanding  Common  Stock of Prime.  Proceeds  will be used for  general
corporate purposes.
         On March 6, 2002 the Company reported an earlier disposition of shares
of Prime Common Stock.  The Company did not then and currently does not have any
specific plan to dispose of additional shares of its Prime Common Stock.
         Prime is a public company whose shares are traded on the NASDAQ
exchange.







                                   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: April 2, 2002           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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