Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                 PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


                                  CERTIFICATION

I, William H. Hayes, certify that:
1. I have reviewed this annual report on Form 10-K of American Physicians
Service Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on myknowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

    (a)     designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to
            the registrant, including its consolidated subsidiaries, is
            made known to us by others within those entities, particularly
            during the period in which this report is being prepared;

    (b)     evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our
            conclusions about the effectiveness of the disclosure controls
            and procedures, as of the end of the period covered by this
            report based on such evaluation; and

    (c)     disclosed in this report any change in the registrant's
            internal control over financial reporting that occurred during
            the registrant's most recent fiscal quarter (the registrant's
            fourth fiscal quarter in the case of an annual report) that
            has materially affected, or is reasonably likely to materially
            affect, the registrant's internal control over financial
            reporting; and
<PAGE>


5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

    (a)     all significant deficiencies and material weaknesses in the
            design or operation of internal control over financial
            reporting which are reasonably likely to adversely affect the
            registrant's ability to record, process, summarize and report
            financial information; and

    (b)     any fraud, whether or not material, that involves management
            or other employees who have a significant role in the
            registrant's internal control over financial reporting.


Date: March 29, 2005                            /s/ William H. Hayes
                                               ------------------------------
                                               William H. Hayes
                                               Senior Vice President-Finance