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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q/A

x
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2003o 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period from      to


Commission File Number: 000-32057

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

Michigan(State or other jurisdiction of
incorporation or organization)
    
    38-3543910(IRS employer
identification number)


1301 North Hagadorn Road, East Lansing, Michigan 48823(Address of principal executive offices)(Zip Code)

Registrants telephone number, including area code: (517) 351-1150

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES x      NO o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)

YES x      NO o

The number of shares outstanding of the registrants common stock, no par value
per share, as of August 11, 2003 was 8,705,588.





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|                                                  |  |  |  |  |  |  |  | 
|------------------------------------------------- |  |  |  |  |  |  |  | 
|SIGNATURES                                       
|EXHIBIT INDEX                                    
|Bylaws, as amended May 7, 2003                   
|Sec. 302 Certification of Chief Executive Officer
|Sec. 302 Certification of Chief Financial Officer



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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

3.2
    
    
    Bylaws, as amended May 7, 2003 (1)4.1
    
    
    Indenture relating to Floating Rate Junior Subordinated Deferrable Interest Debentures Dated As Of May 15, 2003 (2)4.2
    
    
    Indenture relating to Floating Rate Junior Subordinated Debt Securities Dated As Of May 22, 2003 (2)10.1
    
    
    Amended And Restated Declaration Of Trust Dated As Of May 15, 2003 by and among U.S. Bank National Association, American Physicians
Capital, Inc., William B. Cheeseman and Frank H. Freund (2)10.2
    
    
    Amended And Restated Declaration Of Trust Dated As Of May 22, 2003 of APCapital Trust II (2)10.3
    
    
    Placement Agreement, dated April 25, 2003 between the Company, American Physicians Capital Statutory Trust I, FTN Financial Capital
Markets and Keefe Bruyette & Woods, Inc. (2)10.4
    
    
    Placement Agreement, Dated As Of May 13, 2003, with Sandler ONeill & Partners L.P. (2)10.5
    
    
    Guarantee Agreement Dated As Of May 15, 2003 by and between U.S. Bank National Association and American Physicians Capital, Inc. (2)10.6
    
    
    Guarantee Agreement Dated As Of May 22, 2003 by and between Wilmington Trust Company and American Physicians Capital, Inc. (2)10.7
    
    
    Executive Employment Agreement, dated as of June 2, 2003, between Thomas Chase and American Physicians Assurance Corporation (2)31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (1)31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (1)32
    
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under
the Securities Exchange Act of 1934 (2)




|(1) |  | Filed herewith.
|--- |  | ---------------



|(2) |  | Filed with initial filing of June 30, 2003 Form 10-Q.
|--- |  | -----------------------------------------------------





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: December 30, 2003

AMERICAN PHYSICIANS CAPITAL, INCBy:
    
    /s/ FRANK H. FREUNDFrank H. Freund
Its: Executive Vice President, Treasurer,
Chief Financial Officer and
principal accounting officer






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EXHIBIT INDEX

Exhibit No.
    
    Exhibit Description3.2
    
    Bylaws, as amended May 7, 2003 (1)4.1
    
    Indenture relating to Floating Rate Junior Subordinated Deferrable Interest Debentures Dated As Of May 15, 2003 (2)4.2
    
    Indenture relating to Floating Rate Junior Subordinated Debt Securities Dated As Of May 22, 2003 (2)10.1
    
    Amended And Restated Declaration Of Trust Dated As Of May 15, 2003 by and among U.S. Bank National Association,
American Physicians Capital, Inc., William B. Cheeseman and Frank H. Freund (2)10.2
    
    Amended And Restated Declaration Of Trust Dated As Of May 22, 2003 of APCapital Trust II (2)10.3
    
    Placement Agreement, dated April 25, 2003 between the Company, American Physicians Capital Statutory Trust I, FTN
Financial Capital Markets and Keefe Bruyette & Woods, Inc. (2)10.4
    
    Placement Agreement, Dated As Of May 13, 2003, with Sandler ONeill & Partners L.P (2)10.5
    
    Guarantee Agreement Dated As Of May 15, 2003 by and between U.S. Bank National Association and American Physicians
Capital, Inc. (2)10.6
    
    Guarantee Agreement Dated As Of May 22, 2003 by and between Wilmington Trust Company and American Physicians
Capital, Inc. (2)10.7
    
    Executive Employment Agreement, dated as of June 2, 2003, between Thomas Chase and American Physicians Assurance
Corporation (2)31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (1)31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (1)32
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule
13a-14(b) under the Securities Exchange Act of 1934 (2)




|(1) |  | Filed herewith.
|--- |  | ---------------



|(2) |  | Filed with initial filing of June 30, 2003 Form 10-Q.
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