S-8

As filed with the Securities and Exchange Commission on April 4, 2007

Registration No. 333-

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
(State or other jurisdiction of
incorporation or organization) 75-1458323
(I.R.S. Employer
Identification No.)

1301 Capital of Texas Highway, Suite C-300

Austin, Texas 78746

(Address of Principal Executive Offices)

2005 Incentive and Non-Qualified Stock Option Plan

of American Physicians Service Group, Inc.

(Full Title of the Plans)

W. H. Hayes

Senior Vice President - Finance, Chief Financial Officer

1301 Capital of Texas Highway, Suite C-300

Austin, Texas 78746

(512) 328-0888

(Name, address and telephone number of agent for service)

Copy to:

Timothy L. LaFrey

Akin Gump Strauss Hauer & Feld LLP

300 West 6th Street, Suite 2100

Austin, Texas 78701

(512) 499-6200

_

_____________________

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock to be registered in respect of the 2005 Incentive and Non-Qualified Stock Option Plan (1)	300,000	$17.70	$5,310,000	$163.02

(1) Upon a future stock split, stock dividend or similar transaction involving the common stock of the registrant and during the effectiveness of this registration statement, the number of securities registered shall be automatically increased to cover the additional securities in accordance with Rule 416(a) under the Securities Act of 1933.

(2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on average of the high and low price per common stock on April 3, 2007, as reported by NASDAQ.

EXPLANATORY NOTE

This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this form relating to an employee benefit plan is effective. This Registration Statement is being filed to register an additional 300,000 shares of common stock, par value $.10 per share ("Common Stock") available for issuance under the 2005 Incentive and Non-Qualified Stock Option Plan, as amended (the "Plan"). As a result of an amendment to the Plan, which was approved by our stockholders on March 22, 2007, the number of shares of Common Stock authorized for issuance under the Plan was increased from 350,000 to 650,000. Pursuant to General Instruction E of Form S-8, this registration statement hereby incorporates by reference the contents of the registration statement on Form S-8 filed by the Registrant on April 26, 2006 with respect to Registrant's 2005 Incentive and Non-Qualified Stock Option Plan (Registration No. 333-133544).

Item 8. Exhibits.

Exhibit No.	Description
4.1*	Amendment to 2005 Incentive and Non-Qualified Stock Option Plan of American Physicians Service Group, Inc.
5.1*	Opinion of Akin Gump Strauss Hauer & Feld LLP.
23.1*	Consent of Akin Gump Strauss Hauer & Feld LLP (included in the opinion filed as Exhibit 5.1 to this registration statement).
23.2*	Consent of independent registered public accounting firm.
24.1*	Power of Attorney (included on the signature page of this registration statement).

____________

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, APSG 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 April 4, 2007.

AMERICAN PHYSICIANS SERVICE GROUP, INC.

By: /s/ Kenneth S. Shifrin

Kenneth S. Shifrin

Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Kenneth S. Shifrin and W.H. Hayes with the power to act without the other, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, to sign on his or her behalf individually and in each capacity stated below any or all amendments or post-effective amendments to this registration statement, and to file the same, with all exhibits and other documents relating thereto, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on April 4, 2007.

Signature	Title
/s/ Kenneth S. Shifrin Kenneth S. Shifrin	Director - Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ W. H. Hayes W. H. Hayes	Senior Vice President - Finance, Secretary and Chief Financial Officer (Principal Financial Officer)
/s/ Thomas R. Solimine Thomas R. Solimine	Controller (Principal Accounting Officer)
/s/ Jackie Majors Jackie Majors	Director
/s/ Lew N. Little, Jr. Lew N. Little, Jr.	Director
/s/ William A. Searles William A. Searles	Director
/s/ Cheryl Williams Cheryl Williams	Director

INDEX TO EXHIBITS

Exhibit No.	Description
4.1*	Amendment to 2005 Incentive and Non-Qualified Stock Option Plan of American Physicians Service Group, Inc.
5.1*	Opinion of Akin Gump Strauss Hauer & Feld LLP.
23.1*	Consent of Akin Gump Strauss Hauer & Feld LLP (included in the opinion filed as Exhibit 5.1 to this registration statement).
23.2*	Consent of independent registered public accounting firm.
24.1*	Power of Attorney (included on the signature page of this registration statement).

______________

*Filed herewith

EX-5

Exhibit 5.1

April 4, 2007

American Physicians Service Group, Inc.

1301 Capital of Texas Highway, Suite C-300

Austin, TX 78746-6550

Ladies and Gentlemen:

We have acted as special counsel to American Physicians Service Group, Inc., a Texas corporation (the “Company”), in connection with the registration, pursuant to a registration statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 300,000 shares of the Company’s common stock, par value $0.10 per share (the “Shares”), which will be issuable under the Company’s 2005 Incentive and Non-Qualified Stock Option Plan, as amended (the “2005Plan”).

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. For the purpose of the opinion rendered below, we have assumed that in connection with the issuance of the Shares, the Company will receive consideration in an amount not less than the aggregate par value of the Shares covered by each such issuance.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that the Shares, when issued and sold pursuant to the terms of the 2005 Plan, will be duly authorized and validly issued and are fully paid and non-assessable.

The opinions and other matters in this letter are qualified in their entirety and subject to the following: we express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”) of the Laws of the State of Texas.

300 West Sixth Street, Suite 2100 / Austin, Texas 78701-3911 / 512.499.6200 / fax: 512.499.6290 / akingump.com

American Physicians Service Group, Inc.

Page 2

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

EX-23

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of American Physicians Service Group, Inc. of our report dated March 26, 2007, relating to the consolidated financial statements and schedule of American Physicians Service Group, Inc., appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

/s/ BDO Seidman

BDO Seidman, LLP

Houston, Texas

April 4, 2007