Securities Exchange Act of 1934
Rule 12h-3

March 30, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if, after filing an annual report on Form 10-K as described in your letter, American Physicians Insurance Company stops filing periodic and current reports under the Securities Exchange Act of 1934. In reaching this position, we note your representations that, after filing the Form 10-K, American Physicians Insurance Company will file a certification on Form 15 making appropriate claims pursuant to Rule 12h-3 under the Exchange Act. We also note that all outstanding shares of common stock of American Physicians Insurance Company will be held by American Physicians Service Group, Inc.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/amerphys033007.htm