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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-K/A

Amendment No. 1


FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


|  |  |                                                                                             
|- |  | --------------------------------------------------------------------------------------------
|þ |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
| 
|  |  | For the Fiscal Year Ended December 31,
    2003                                             
| 
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the transition period
    from           to                                             

Commission File Number: 000-32057



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American Physicians Capital, Inc.

(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Michigan                                                           |  | 38-3543910                              
|(State or other jurisdiction of
    incorporation or organization) |  | (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

Securities registered pursuant to
Section 12(b) of the Act:

None


Securities registered pursuant to
Section 12(g) of the Act:

Common Stock, no par value


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 þ          No o

Indicate by check
mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrants
knowledge, in a definitive proxy or information statement
incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K. o

Indicate by check
mark whether the registrant is an accelerated filer (as defined
in Exchange Act
Rule 12b-2).     Yes þ          No o

The aggregate
market value of the Common Stock held by non-affiliates of the
Registrant as of June 30, 2003, based on $24.48 per share
(the last sale price for the Common Stock on such date as
reported on the Nasdaq Stock Markets National Market), was
approximately $176.3 million. For purposes of this
computation only, all executive officers, directors and 10%
beneficial owners of the Registrant are assumed to be affiliates.

As of
February 24, 2004 the Registrant had 8,485,347 shares of
Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the
Registrants definitive Proxy Statement pertaining to the
2004 Annual Meeting of Shareholders (the Proxy
Statement) to be filed pursuant to Regulation 14A are
incorporated by reference into Part III.



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PART IV




|         |                                                                    
|-------- | -------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules and
    Reports on Form 8-K

(a)(1) and (2)

Financial Statements:



| |                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------
| | Report of independent auditors                                                                                                       
|
| | Consolidated balance sheets as of
    December 31, 2003 and 2002                                                                     
|
| | Consolidated statements of income for the years
    ended December 31, 2003, 2002 and 2001                                           
|
| | Consolidated statements of shareholders
    equity and comprehensive income for the years ended
    December 31, 2003, 2002 and 2001
|
| | Consolidated statements of cash flows for the
    years ended December 31, 2003, 2002 and 2001                                       
|
| | Notes to consolidated financial statements                                                                                           

Financial Statement Schedules:



| |                                                      
| | -----------------------------------------------------
| | II. Condensed financial information of
    registrant
|
| | III. Supplementary insurance information             

All other schedules for which provision is made
in Regulation S-X either (i) are not required under
the related instructions or are inapplicable and, therefore,
have been omitted, or (ii) the information required is
included in the consolidated financial statements or the notes
thereto that are a part hereof.

(a)(3) The exhibits included as part of
this report are listed in the attached Exhibit Index, which
is incorporated herein by reference.

(b) Reports on Form 8-K

During the three months ended December 31,
2003, the following reports on Form 8-K were filed by the
Company:

Current Report on Form 8-K filed
October 30, 2003 disclosing under Items 5 and 7
completion of a trust preferred pool transaction.

Current Report on Form 8-K filed
November 7, 2003 disclosing under Items 7 and 12 the
issuance of a press release announcing a delay in the release of
financial results for the third quarter of 2003.

Current Report on Form 8-K filed
November 12, 2003 disclosing under Items 9 and 12 the
issuance of a press release announcing financial results for the
three and nine months ended September 30, 2003 and certain
other financial information.

Current Report on Form 8-K filed
November 13, 2003 disclosing under Items 9 and 12 the
issuance of a press release announcing financial results for the
three and nine months ended September 30, 2003 and certain
other financial information.

Current Report on Form 8-K/ A filed
November 14, 2003 disclosing under Item 12 the
issuance of a press release announcing financial results for the
three and nine months ended September 30, 2003 and certain
other financial information.

Current Report on Form 8-K filed
November 25, 2003 disclosing under Items 5 and 7 the
issuance of a press release announcing the engagement of a
financial advisor and the issuance of a press release announcing
the unwinding of a recent trust preferred securities issuance.

Current Report on Form 8-K filed
December 3, 2003 disclosing under Items 5 and 7 the
issuance of a press release announcing the intended retirement
of its Chief Executive Officer.

Current Report on Form 8-K filed
December 23, 2003 disclosing under Items 5 and 7 the
issuance of a press release announcing the appointment of a new
President and Chief Executive Officer.

There were no financial statements filed with
these Forms 8-K.

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SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this amendment No. 1 to be signed on its
behalf by the undersigned thereunto duly authorized, on
March 19, 2004.



| |                                  
| | ---------------------------------
| | AMERICAN PHYSICIANS CAPITAL, INC.



| |     |                    
| | --- | -------------------
| | By: | /s/ FRANK H. FREUND

| |                                                                                                       
| | ------------------------------------------------------------------------------------------------------
| |                                                                                                       
| | Frank H. Freund                                                                                       
| | Its: Executive Vice President, Treasurer,
    Chief Financial Officer and principal accounting officer

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EXHIBIT INDEX


The following documents are filed as part of this
report. Those exhibits previously filed and incorporated herein
by reference are identified below. Exhibits not required for
this report have been omitted. APCapitals commission file
number is 000-32057.

|        |        |  |             |                                                                                                                                                                                                           
|------- | ------ |  | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |  |            
|Number  |        |  | Description
|        |        |  |            
|        | 2.1    |  |             | Plan of Conversion, dated June 28, 2000, as
    amended September 22, 2000(2)                                                                                                                             
|        | 3.1    |  |             | Articles of Incorporation(2)                                                                                                                                                                              
|        | 3.2    |  |             | Amended and Restated Bylaws, as amended
    May 7, 2003(8)                                                                                                                                                
|        | 4.1    |  |             | Indenture relating to Floating Rate Junior
    Subordinated Deferrable Interest Debentures Dated as of
    May 15, 2003(8)                                                                                
|        | 4.2    |  |             | Indenture relating to Floating Rate Junior
    Subordinated Debt Securities Dated as of
    May 22, 2003(8)                                                                                               
|        | *10.1  |  |             | American Physicians Capital, Inc. Stock
    Compensation Plan(3)                                                                                                                                          
|        | 10.2   |  |             | Stock Purchase Agreement, dated August 31,
    1999, by and among American Physicians and William B.
    Cheeseman and William J. Gaugier(2)                                                              
|        | 10.3   |  |             | First Amendment, dated October 9, 2000, to
    Stock Purchase Agreement, dated August 31, 1999, by and
    among American Physicians, William B. Cheeseman and
    William J. Gaugier(2)                  
|        | 10.4   |  |             | Stock Purchase Agreement between Kentucky Medical
    Insurance Company and Stratton, Cheeseman & Walsh, Inc.,
    dated March 6, 1997(2)                                                                 
|        | 10.5   |  |             | American Physicians/SCW Sales Agency Agreement
    (Medical Professional Liability  Michigan Only),
    dated January 1, 2000(2)                                                                         
|        | 10.6   |  |             | KMIC Insurance Company Agency Agreement, dated
    October 13, 1998(2)                                                                                                                                    
|        | *10.7  |  |             | Employment Agreement between William B.
    Cheeseman and MICOA Management Company, Inc., dated
    October 27, 1999(4)                                                                                   
|        | 10.10  |  |             | Agency Agreement between American Physicians and
    Stratton, Cheeseman, Walsh-Nevada, Inc., dated May 25,
    1999(2)                                                                                   
|        | 10.11  |  |             | Sub-Agent Agreement between SCW Agency Group,
    Inc. and Managed Insurance Services, Inc., dated April 11,
    2000(2)                                                                                  
|        | 10.12  |  |             | MSMS/American Physicians Marketing Support
    Agreement, effective January 1, 2000, and American
    Physicians(2)                                                                                       
|        | *10.14 |  |             | Executive Employment Agreement, dated as of
    October 11, 2000, between Frank H. Freund and American
    Physicians(4)                                                                                  
|        | *10.16 |  |             | Executive Employment Agreement, dated as of
    October 11, 2000, between Margo C. Runkle and American
    Physicians(4)                                                                                  
|        | *10.18 |  |             | Form of Stock Option Agreement with Directors,
    dated December 5, 2000(4)                                                                                                                              
|        | *10.19 |  |             | Form of Stock Option Agreement with Executives,
    dated December 5, 2000(4)                                                                                                                             
|        | *10.20 |  |             | Form of Restricted Stock Award with Directors,
    dated December 5, 2000(4)                                                                                                                              
|        | *10.21 |  |             | Form of Restricted Stock Award with Executives,
    dated December 5, 2000(4)                                                                                                                             
|        | 10.22  |  |             | Standstill Agreement, dated February 20,
    2002(5)                                                                                                                                                      
|        | 10.23  |  |             | Description of unwritten sublease arrangement
    between American Physicians and SCW Agency(6)                                                                                                           
|        | *10.24 |  |             | Executive Employment Agreement, dated as of
    May 13, 2002, between Annette Flood and American
    Physicians(7)                                                                                        
|        | *10.25 |  |             | Executive Employment Agreement, dated as of
    May 13, 2002, between R. Kevin Clinton and American
    Physicians(7)                                                                                     
|        | 10.26  |  |             | 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(7)

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|        |         |  |             |                                                                                                                                                                                            
|------- | ------- |  | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |         |  |            
|Number  |         |  | Description
|        |         |  |            
|        | 10.27   |  |             | Amended And Restated Declaration Of Trust Dated
    As Of May 22, 2003 of APCapital Trust II(8)                                                                                            
|        | 10.28   |  |             | Placement Agreement, dated April 25, 2003
    between the Company, American Physicians Capital Statutory
    Trust I, FTN Financial Capital Markets and Keefe Bruyette
    & Woods, Inc.(8)
|        | 10.29   |  |             | Placement Agreement, Dated As Of May 13,
    2003, with Sandler ONeill & Partners L.P.(8)                                                                                                 
|        | 10.30   |  |             | Guarantee Agreement Dated As Of May 15, 2003
    by and between U.S. Bank National Association and American
    Physicians Capital, Inc.(8)                                                
|        | 10.31   |  |             | Guarantee Agreement Dated As Of May 22, 2003
    by and between Wilmington Trust Company and American Physicians
    Capital, Inc.(8)                                                      
|        | *10.32  |  |             | Executive Employment Agreement, dated as of
    June 2, 2003, between Thomas Chase and American Physicians
    Assurance Corporation(8)                                                    
|        | *10.33  |  |             | Letter Agreement between William B.
    Cheeseman and American Physicians Capital, Inc., Dated As Of
    December 23, 2003(1)                                                              
|        | *10.34  |  |             | Consulting Agreement between William B.
    Cheeseman and American Physicians Capital, Inc., Dated As Of
    December 23, 2003(1)                                                          
|        | **10.35 |  |             | Master Agency Agreement between American
    Physicians Assurance Corporation and SCW Agency Group, Inc.,
    effective January 1, 2004(1)                                                 
|        | *10.36  |  |             | Form of Executive Employment Agreement(1)                                                                                                                                                  
|        | 21.1    |  |             | Subsidiaries of APCapital(1)                                                                                                                                                               
|        | 23.1    |  |             | Consent of PricewaterhouseCoopers LLP(1)                                                                                                                                                   
|        | 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)                                                                   
|        | 32.1    |  |             | 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(1)        



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|    |                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Current management contracts or compensatory
    plans or arrangements.                                                                                                                                                                                       
|   
|**  | Portions of this exhibit have been omitted
    pursuant to APCapitals request to the Secretary of the
    Securities and Exchange Commission for confidential treatment
    pursuant to Rule 24b-2 under the Securities Exchange Act of
    1934, as amended.
|   
|(1) | Filed herewith.                                                                                                                                                                                                                                               
|   
|(2) | Filed as an exhibit to APCapitals
    Registration Statement on Form S-1 (no. 333-41136), as
    amended, and incorporated herein by reference.                                                                                                              
|   
|(3) | Filed as an exhibit to APCapitals
    Registration Statement on Form S-8 (no. 333-56428) and
    incorporated herein by reference.                                                                                                                           
|   
|(4) | Filed as an exhibit to APCapitals 2000
    Annual Report on Form 10-K and incorporated herein by
    reference.                                                                                                                                              
|   
|(5) | Filed as an exhibit to APCapitals Current
    Report on Form 8-K dated February 21, 2002 and
    incorporated herein by reference.                                                                                                                           
|   
|(6) | Filed as an exhibit to APCapitals 2001
    Annual Report on Form 10-K and incorporated herein by
    reference.                                                                                                                                              
|   
|(7) | Filed as an exhibit to APCapitals 2002
    Annual Report on Form 10-K and incorporated herein by
    reference.                                                                                                                                              
|   
|(8) | Filed as an exhibit to APCapitals Quarterly
    Report on Form 10-Q, as amended, for the quarterly period
    ended June 30, 2003 and incorporated herein by reference.                                                                                      

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