AMERICAN PHYSICIANS SERVICE GROUP INC
NT 10-Q, 2000-11-15
MANAGEMENT SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                                                                ------------
                                                                CUSIP NUMBER
                                                                  028882108
                                                                ------------

(Check One): Form 10-K    Form 20-F    Form 11-K    [X] Form 10-Q    Form N-SAR



                  For Period Ended:         September 30, 2000
                                    --------------------------------------------
                  [  ] Transition Report on Form 10-K
                  [  ] Transition Report on Form 20-F
                  [  ] Transition Report on Form 11-K
                  [  ] Transition Report on Form 10-Q
                  [  ] Transition Report on Form N-SAR
                  For the Transition Period Ended:
                                                   -----------------------------

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

       Nothing in this form shall be construed to imply that the  Commission has
verified any information contained herein.
--------------------------------------------------------------------------------

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:


PART I -- REGISTRANT INFORMATION

         American Physicians Service Group, Inc.
--------------------------------------------------------------------------------
Full Name of Registrant


Former Name if Applicable

         1301 Capital of Texas Highway, Suite 300
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

         Austin, Texas 78746
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City, State and Zip Code

PART II -- RULES 12b-25(B) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

    [X]       (a)      The  reasons  described  in  reasonable  detail  in Part
                       III of  this  form  could  not be  eliminated  without
                       unreasonable effort or expense;
              (b)      The subject annual report, semi-annual report, transition
                       report on Form 10-K,  Form 20-F,  11-K or Form N-SAR,  or
                       portion thereof, will be filed on or before the fifteenth
                       calendar day  following the  prescribed  due date; or the
                       subject  quarterly  report of  transition  report on Form
                       10-Q,  or portion  thereof will be filed on or before the
                       fifth calendar day following the prescribed due date; and
              (c)      The accountant's statement or other exhibit required by
                       Rule 12b-25(c) has been attached if applicable.




<PAGE>


PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

American  Physicians  Service  Group,  Inc's  Form  10-Q for the  quarter  ended
September  30,  2000 has been  delayed as the  Company  attempted  to finalize a
current  S.E.C.  review of its  accounting  in  conjunction  with a pending  S-4
registration.  When it  became  apparent  that the  issues  raised  could not be
researched and resolved in time,  the Company sought and received  permission to
file this Form 10-Q on the basis of its historical  accounting  treatments.  The
change delayed the filing.


PART IV -- OTHER INFORMATION

   (1)     Name and telephone number of person to contact in regard to this
           notification

                W. H. Hayes                 512                  314-4403
           -----------------------          ----                 --------
                  (Name)                 (Area Code)         (Telephone Number)

   (2)     Have all other periodic reports required under Section 13 or 15(d) of
           the  Securities  Exchange  Act of 1934                [X] Yes    No
           or  Section  30 of the Investment  Company Act of 1940 during the
           preceding 12 months or for such  shorter  period that the  registrant
           was required to file such report(s) been filed? If answer is no,
           identify report(s).

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

   (3)     Is  it  anticipated  that  any  significant   change  in  results  of
           operations from the  corresponding  period for       [ ] Yes   [X] No
           the last fiscal year will be reflected by the earnings statements  to
           be included in the subject report or portion thereof?

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
         narratively and quantitatively,  and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.





                     AMERICAN PHYSICIANS SERVICE GROUP, INC.
----------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this information to be signed on its behalf by the undersigned
hereunto duly authorized.


Date     NOVEMBER   15, 2000                  By       /s/  W. H. Hayes
    -------------------------------        -------------------------------
                                               Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
--------------------------------------------------------------------------------

  Intentional misstatements or omissions of fact constitutes Federal Criminal
  Violations (See 18 U.S.C. 1001).
--------------------------------------------------------------------------------




<PAGE>


                              GENERAL INSTRUCTIONS

1.       This form is required by Rule 12b-25 (17 CFR  240.12b-25) of the
         General Rules and Regulations under the Securities Exchange Act of 1934

2.       One  signed  original  and  four  conformed  copies  of this  form  and
         amendments  thereto must be completed and filed with the Securities and
         Exchange  Commission,  Washington,  D.C. 20549, in accordance with Rule
         0-3 of the General Rules and Regulations under the Act. The information
         contained  in or filed  with the form  will be made a matter  of public
         record in the Commission files.

3.       A manually  signed  copy of the form and  amendments  thereto  shall be
         filed  with each  national  securities  exchange  on which any class of
         securities of the registrant is registered.

4.       Amendments to the  notifications  must also be filed on form 12b-25 but
         need not restate  information  that has been correctly  furnished.  The
         form shall be clearly identified as an amended notification.

5.       Electronic  Filers.  This form shall not be used by  electronic  filers
         unable to timely file a report solely due to  electronic  difficulties.
         Filers unable to submit a report within the time period  prescribed due
         to difficulties in electronic filing should comply with either Rule 201
         or  Rule  202 of  Regulation  S-T  (ss.232.201  or  ss.232.202  of this
         chapter) or apply for an  adjustment  in filing  date  pursuant to Rule
         13(b) of Regulation S-T (ss.232.13(b) of this chapter).





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