<PAGE>

            As filed with the Securities and Exchange Commission on May 15, 1999

                                                  Registration No. 33- _________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20559

                                ----------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                        AMERICAN TECHNOLOGIES GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                 Nevada                                         95-4307525
       (State or Other Jurisdiction of                       (I.R.S. Employer
       Incorporation or Organization)                       Identification No.)

                           1017 South Mountain Avenue
                           Monrovia, California 91016
                    (Address of Principal Executive Offices)

                        CONSULTING/EMPLOYMENT AGREEMENTS
                            (Full Title of the Plans)

                                Lawrence J. Brady
                             Chief Executive Officer
                        American Technologies Group, Inc.
                           1017 South Mountain Avenue
                           Monrovia, California 91016
                                 (626) 357-5000

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                JOHN M. DAB, ESQ.
                                 General Counsel
                        American Technologies Group, Inc.
                           1017 South Mountain Avenue
                           Monrovia, California 91016
                                 (626) 357-5000
                            Telecopy: (626) 357-4464

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
======================================= ==================== ================ ================= ================
<S>                                     <C>                  <C>              <C>               <C>
                                                                Proposed          Proposed
                                                                 Maximum          Maximum
                                                                Offering         Aggregate         Amount of
                                           Amount to be         Price per         Offering       Registration
 Title of Securities to be Registered       Registered          Share(1)          Price(1)            Fee
--------------------------------------- -------------------- ---------------- ---------------- -----------------
    Common Stock, $0.001 par value       2,174,000 shares        $0.21            $456,540          $120.53
======================================= ==================== ================ ================= ================
(1)   Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c).
</TABLE>


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing information specified in this Part I are being
separately provided to each of the eligible participants under the Registrant's
consultants as specified by Rule 428(b)(1).



                                     I-1


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3. Incorporation of Documents by Reference.

               The following documents are hereby incorporated by reference
in this Registration Statement:

       (i)     The Registrant's Annual Report on Form 10-KSB for the year
ended July 31, 1999 filed with the Securities and Exchange Commission (the
"Commission") on November 15, 1999 (the "ATG 10-K").

       (ii)    The Registrant's Quarterly Report on Form 10-QSB for the three
months ended October 31, 1999 filed with Commission on December 16, 1999.

       (iii)   The Registrant's Quarterly Report on Form 10-QSB for the three
months ended January 31, 2000 filed with Commission on March 21, 2000.

       (iv)    The Registrant's Current Report of Form 8-K dated August 30,
1999 filed with Commission on September 7, 2000.

       (v)     The section of the Registrant's Registration Statement on Form
10, filed with the Commission on January 24, 1994, entitled "Description of
Securities," as amended by Amendment Nos. 1, 2, 3 and 4 filed with the
Commission on February 22, 1994, June 17, 1994, July 5, 1994 and July 15,
1994, respectively.

       (vi)    All other reports subsequently filed by Registrant after the
date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference and to be a part hereof from
the date of the filing of such documents.

       Item 4. Description of Securities.

               Not applicable.

       Item 5. Interests of Named Experts and Counsel.

               Certain legal matters with respect to the Common Stock offered
hereby will be passed upon for the Company by John M. Dab, General Counsel of
the Company.

                                     II-1

<PAGE>


               As of April 30, 2000, Mr. Dab beneficially owned 14,500 shares
of Common Stock and had outstanding options to purchase 250,000 shares of
Common Stock at an exercise price of $0.75 per share.

       Item 6. Indemnification of Directors and Officers.

         1.    Section 78.751 of the Nevada Revised Statutes permits the
indemnification of officers, directors, employees and agents of the
Registrant and requires indemnification in certain instances. Such provision
reads as follows:

        78.751.   INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
                  ADVANCEMENT OF EXPENSES.

         1.       A corporation may indemnify any person who was or is a party
                  or is threatened to be made a party to any threatened, pending
                  or completed action, suit or proceeding, whether civil,
                  criminal, administrative or investigative, except an action by
                  or in the right of the corporation, by reason of the fact that
                  he is or was a director, officer, employee or agent of the
                  corporation, or is or was serving at the request of the
                  corporation as a director, officer, employee or agent of
                  another corporation, partnership, joint venture, trust or
                  other enterprise, against expenses, including attorneys' fees,
                  judgments, fines and amounts paid in settlement actually and
                  reasonably incurred by him in connection with the action, suit
                  or proceeding if he acted in good faith and in a manner which
                  he reasonably believed to be in or not opposed to the best
                  interests of the corporation, and, with respect to any
                  criminal action or proceeding, had no reasonable cause to
                  believe his conduct was unlawful. The termination of any
                  action, suit or proceeding by judgment, order, settlement,
                  conviction, or upon a plea of nolo contendere or its
                  equivalent, does not, of itself, create a presumption that the
                  person did not act in good faith and in a manner which he
                  reasonably believed to be in or not opposed to the best
                  interests of the corporation, and that, with respect to any
                  criminal action or proceeding, he had reasonable cause to
                  believe that his conduct was unlawful.

         2.       A corporation may indemnify any person who was or is a party
                  or is threatened to be made a party to any threatened, pending
                  or completed action or suit by or in the right of the
                  corporation to procure a judgment in its favor by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, officer, employee or agent
                  of another corporation, partnership, joint venture, trust or
                  other enterprise against expenses, including amounts paid in
                  settlement and attorneys' fees actually and reasonably
                  incurred by him in connection with the defense or settlement
                  of the action or suit if he acted in good faith and in a
                  manner which he reasonably believed to be in or not


                                     II-2


<PAGE>


                  opposed to the best interests of the corporation.
                  Indemnification may not be made for any claim, issue or
                  matter as to which such a person has been adjudged by a
                  court of competent jurisdiction, after exhaustion of all
                  appeals therefrom, to be liable to the corporation or for
                  amounts paid in settlement to the corporation, unless and
                  only to the extent that the court in which the action or
                  suit was brought or other court of competent jurisdiction
                  determines upon application that in view of all the
                  circumstances of the case, the person is fairly and
                  reasonably entitled to indemnity for such expenses as the
                  court deems proper.

         3.       To the extent that a director, officer, employee or agent
                  of a corporation has been successful on the merits or
                  otherwise in defense of any action, suit or proceeding
                  referred to in subsections 1 and 2, or in defense of any
                  claim, issue or matter therein, he must be indemnified by
                  the corporation against expenses, including attorneys'
                  fees, actually and reasonably incurred by him in connection
                  with the defense.

         4.       Any indemnification under subsections 1 and 2, unless
                  ordered by a court or advanced pursuant to subsection 5,
                  must be made by the corporation only as authorized in the
                  specific case upon a determination that indemnification of
                  the director, officer, employee or agent is proper in the
                  circumstances. The determination must be made:

                  (a) By the stockholders;

                  (b) By the board of directors by majority vote of a quorum
                  consisting of directors who were not parties to the act,
                  suit or proceeding;

                  (c) If a majority vote of a quorum consisting of directors
                  who were not parties to the act, suit or proceeding so
                  orders, by independent legal counsel in a written opinion;
                  or

                  (d) If a quorum consisting of directors who were not
                  parties to the act, suit or proceeding cannot be obtained,
                  by independent legal counsel in a written opinion.

         5.       The certificate or articles of incorporation, the bylaws or
                  an agreement made by the corporation may provide that the
                  expenses of officers and directors incurred in defending a
                  civil or criminal action, suit or proceeding must be paid
                  by the corporation as they are incurred and in advance of
                  the final disposition of the action, suit or proceeding,
                  upon receipt of an undertaking by or on behalf of the
                  director or officer to repay the amount if it is ultimately
                  determined by a court of competent jurisdiction that he is
                  not entitled to be indemnified by the corporation. The
                  provisions of this

                                     II-3

<PAGE>


                  subsection do not affect any rights to advancement of
                  expenses to which corporate personnel other than directors
                  or officers may be entitled under any contract or otherwise
                  by law.

         6.       The indemnification and advancement of expenses authorized
                  in or ordered by a court pursuant to this section:

                  (a) Does not exclude any other rights to which a person
                  seeking indemnification or advancement of expenses may be
                  entitled under the certificate or articles of incorporation
                  or any bylaw, agreement, vote of stockholders or
                  disinterested directors or otherwise, for either an action
                  in his official capacity or an action in another capacity
                  while holding his office, except that indemnification,
                  unless ordered by a court pursuant to subsection 2 or for
                  the advancement of expenses made pursuant to subsection 5,
                  may not be made to or on behalf of any director or officer
                  if a final adjudication establishes that his acts or
                  omissions involved intentional misconduct, fraud or a
                  knowing violation of the law and was material to the cause
                  of action.

                  (c) Continues for a person who has ceased to be a director,
                  officer, employee or agent and inures to the benefit of the
                  heirs, executors and administrators of such a person.

         2. Article VI INDEMNIFICATION of the Registrant's Amended and Restated
Bylaws provides in material part as follows:

                  "Section 1. DEFINITIONS. For the purposes of this Article,
         "agent" means any person who is or was a director, officer, employee,
         or other agent of the corporation, or is or was serving at the request
         of the corporation as a director, officer, employee, or agent of
         another foreign or domestic corporation, partnership, joint venture,
         trust, or other enterprise, or was a director, officer, employee, or
         agent of a foreign or domestic corporation or other enterprise which
         was a predecessor corporation of the corporation or of another
         enterprise at the request of such predecessor corporation.

                  "Section 2. INDEMNIFICATION OF CORPORATE AGENTS. The
         corporation shall indemnify any person who was or is a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative, by reason of the fact
         that he is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise to the fullest
         extent permitted by Nevada law and permitted by, or not inconsistent
         with, the Articles of Incorporation. The rights conferred on any person
         above shall be not be exclusive

                                     II-4

<PAGE>


         of any other right such person may have or hereafter acquire under
         any statute, provision of the Articles of Incorporation, bylaw,
         agreement, vote of shareholders or disinterested directors or
         otherwise..

                  "Section 3 ADVANCEMENT OF EXPENSES. The expenses of officers
         and directors incurred in defending a civil or criminal action, suit or
         proceeding must be paid by the corporation as they are incurred and in
         advance of the final disposition of the action, suit or proceeding,
         upon receipt of an undertaking by or on behalf of the director or
         officer to repay the amount if it is ultimately determined by a court
         of competent jurisdiction that he is not entitled to be indemnified by
         the corporation. The provisions of this subsection do not affect any
         rights to advancement of expenses to which corporate personnel other
         than directors or officers may be entitled under any contract or
         otherwise by law.

                  "Section 4. INDEMNIFICATION CONTRACTS. The Board of Directors
         is authorized to enter into a contract with any director, officer,
         employee or agent of the corporation, or any person serving at the
         request of the corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, including employee benefit plans, providing for
         indemnification rights equivalent to, or if the Board of Directors so
         determines, greater than, those provided in Section 2 of this Article
         VI.

                  "Section 5. INSURANCE. The corporation shall have [the] power
         to purchase and maintain insurance or make other financial arrangements
         on behalf of any agent of the corporation for any liability asserted
         against or incurred by the agent in such capacity or arising out of the
         agent's status as such whether or not the corporation would have the
         power to indemnify the agent against such liability under the
         provisions of this Article. The other financial arrangements made by
         the corporation may include, but shall not be limited to, any of the
         arrangements set forth in the Nevada General Corporation Law, as the
         same may be amended from time to time."

       Item 7.    Exemption From Registration Claimed.

                  Not applicable.

                                     II-5

<PAGE>


       Item 8.    Exhibits.

    Exhibit Numbers

         5.1      Opinion of John M. Dab.

         10.1     Consulting Agreement between the Registrant and Pacific Trade
                  & Development Corp. dated March 14, 1997.1

         10.2     Stock Option Agreement between the Registrant and Pacific
                  Trade & Development Corp. dated March 5, 1999.

         10.3     Letter agreement dated May 8, 2000 amending the Stock Option
                  Agreement between the Registrant and Pacific Trade &
                  Development Corp. dated March 5, 1999.

         10.4     Form of Stock Option Agreement between certain former
                  employees of Registrant and the Registrant.

         10.5     Form of amendment to Stock Option Agreement between certain
                  former employees of Registrant and the Registrant.

         10.6     Consulting Agreement between the Registrant and Michael
                  Keating dated May 8, 2000.

         24.1     Consent of John M. Dab (included in Exhibit 5).

         24.2     Consent of Corbin & Wertz.

         24.3     Consent of Arthur Andersen LLP.

---------------
(1)      Previously filed as exhibit 10.2 to the Company's Registration
         Statement on Form S-8, filed with the Securities and Exchange
         Commission on April 18, 1997.

         Item 9.     Undertakings.

                     The undersigned Registrant hereby undertakes:

                     (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement
         to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement.

                     (2) That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial BONA FIDE offering thereof.

                                     II-6

<PAGE>


                     (3) To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-7

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monrovia, State of California, on this 11th day of
May, 2000.

                                      AMERICAN TECHNOLOGIES GROUP, INC.

                                      By: /s/ Lawrence J. Brady
                                          ---------------------
                                          Lawrence J. Brady
                                          Chairman of the Board and
                                          Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Lawrence J. Brady            Chairman of the Board,           May 11, 2000
---------------------            Chief Executive Officer
 Lawrence J. Brady

     /s/ Yan Lin             Acting Chief Financial Officer       May 11, 2000
     -----------             Acting Chief Accounting Officer
       Yan Lin

  /s/ William Odom                      Director                  May 11, 2000
  ----------------
    William Odom

  ----------------              Director and Director of
     Shui-Yin Lo                Research and Development

 /s/ Larry Pressler                     Director                  May 11, 2000
 ------------------
  Lawrence Pressler

/s/ Charles McCarthy                    Director                  May 11, 2000
--------------------
  Charles McCarthy

   /s/ Alan Brooks                      Director                  May 11, 2000
   ---------------
     Alan Brooks

  /s/ Lawrence Shad                     Director                  May 11, 2000
  -----------------
   Lawrence Schad

                                     II-8

<PAGE>


                                  EXHIBIT INDEX

         Exhibit
         Number

         5.1      Opinion of John M. Dab.

         10.1     Consulting Agreement between the Registrant and Pacific Trade
                  & Development Corp. dated March 14, 1997.1

         10.2     Stock Option Agreement between the Registrant and Pacific
                  Trade & Development Corp. dated March 5, 1999.

         10.3     Letter agreement dated May 8, 2000 amending the Stock Option
                  Agreement between the Registrant and Pacific Trade &
                  Development Corp. dated March 5, 1999.

         10.4     Form of Stock Option Agreement between certain former
                  employees of Registrant and the Registrant.

         10.5     Form of amendment to Stock Option Agreement between certain
                  former employees of Registrant and the Registrant.

         10.6     Consulting Agreement between the Registrant and Michael
                  Keating dated May 8, 2000.

         24.1     Consent of John M. Dab (included in Exhibit 5).

         24.2     Consent of Corbin & Wertz.

         24.3     Consent of Arthur Andersen LLP.

---------------
(1)      Previously filed as exhibit 10.2 to the Company's Registration
         Statement on Form S-8, filed with the Securities and Exchange
         Commission on April 18, 1997.

                                     II-9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 26783}]
{"company-data": {"conformed-name": "AMERICAN TECHNOLOGIES GROUP INC", "cik": "0000878547", "assigned-sic": "5010", "irs-number": "954307525", "state-of-incorporation": "NV", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37016", "film-number": "630898"}, "business-address": {"street1": "1017 S MOUNTAIN AVE", "city": "MONROVIA", "state": "CA", "zip": "91016", "phone": "6263575000"}, "mail-address": {"street1": "425 EAST HUNTINGTON DR", "city": "MONROVIA", "state": "CA", "zip": "91016"}}
As filed with the Securities and Exchange Commission on May 15, 1999

                                                  Registration No. 33- _________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20559

                                ----------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                        AMERICAN TECHNOLOGIES GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                 Nevada                                         95-4307525
       (State or Other Jurisdiction of                       (I.R.S. Employer
       Incorporation or Organization)                       Identification No.)

                           1017 South Mountain Avenue
                           Monrovia, California 91016
                    (Address of Principal Executive Offices)

                        CONSULTING/EMPLOYMENT AGREEMENTS
                            (Full Title of the Plans)

                                Lawrence J. Brady
                             Chief Executive Officer
                        American Technologies Group, Inc.
                           1017 South Mountain Avenue
                           Monrovia, California 91016
                                 (626) 357-5000

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                JOHN M. DAB, ESQ.
                                 General Counsel
                        American Technologies Group, Inc.
                           1017 South Mountain Avenue
                           Monrovia, California 91016
                                 (626) 357-5000
                            Telecopy: (626) 357-4464

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
======================================= ==================== ================ ================= ================
Proposed          Proposed
                                                                 Maximum          Maximum
                                                                Offering         Aggregate         Amount of
                                           Amount to be         Price per         Offering       Registration
 Title of Securities to be Registered       Registered          Share(1)          Price(1)            Fee
--------------------------------------- -------------------- ---------------- ---------------- -----------------
    Common Stock, $0.001 par value       2,174,000 shares        $0.21            $456,540          $120.53
======================================= ==================== ================ ================= ================
(1)   Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing information specified in this Part I are being
separately provided to each of the eligible participants under the Registrant's
consultants as specified by Rule 428(b)(1).

                                     I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3. Incorporation of Documents by Reference.

               The following documents are hereby incorporated by reference
in this Registration Statement:

       (i)     The Registrant's Annual Report on Form 10-KSB for the year
ended July 31, 1999 filed with the Securities and Exchange Commission (the
"Commission") on November 15, 1999 (the "ATG 10-K").

       (ii)    The Registrant's Quarterly Report on Form 10-QSB for the three
months ended October 31, 1999 filed with Commission on December 16, 1999.

       (iii)   The Registrant's Quarterly Report on Form 10-QSB for the three
months ended January 31, 2000 filed with Commission on March 21, 2000.

       (iv)    The Registrant's Current Report of Form 8-K dated August 30,
1999 filed with Commission on September 7, 2000.

       (v)     The section of the Registrant's Registration Statement on Form
10, filed with the Commission on January 24, 1994, entitled "Description of
Securities," as amended by Amendment Nos. 1, 2, 3 and 4 filed with the
Commission on February 22, 1994, June 17, 1994, July 5, 1994 and July 15,
1994, respectively.

       (vi)    All other reports subsequently filed by Registrant after the
date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference and to be a part hereof from
the date of the filing of such documents.

       Item 4. Description of Securities.

               Not applicable.

       Item 5. Interests of Named Experts and Counsel.

               Certain legal matters with respect to the Common Stock offered
hereby will be passed upon for the Company by John M. Dab, General Counsel of
the Company.

                                     II-1
As of April 30, 2000, Mr. Dab beneficially owned 14,500 shares
of Common Stock and had outstanding options to purchase 250,000 shares of
Common Stock at an exercise price of $0.75 per share.

       Item 6. Indemnification of Directors and Officers.

         1.    Section 78.751 of the Nevada Revised Statutes permits the
indemnification of officers, directors, employees and agents of the
Registrant and requires indemnification in certain instances. Such provision
reads as follows:

        78.751.   INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
                  ADVANCEMENT OF EXPENSES.

         1.       A corporation may indemnify any person who was or is a party
                  or is threatened to be made a party to any threatened, pending
                  or completed action, suit or proceeding, whether civil,
                  criminal, administrative or investigative, except an action by
                  or in the right of the corporation, by reason of the fact that
                  he is or was a director, officer, employee or agent of the
                  corporation, or is or was serving at the request of the
                  corporation as a director, officer, employee or agent of
                  another corporation, partnership, joint venture, trust or
                  other enterprise, against expenses, including attorneys' fees,
                  judgments, fines and amounts paid in settlement actually and
                  reasonably incurred by him in connection with the action, suit
                  or proceeding if he acted in good faith and in a manner which
                  he reasonably believed to be in or not opposed to the best
                  interests of the corporation, and, with respect to any
                  criminal action or proceeding, had no reasonable cause to
                  believe his conduct was unlawful. The termination of any
                  action, suit or proceeding by judgment, order, settlement,
                  conviction, or upon a plea of nolo contendere or its
                  equivalent, does not, of itself, create a presumption that the
                  person did not act in good faith and in a manner which he
                  reasonably believed to be in or not opposed to the best
                  interests of the corporation, and that, with respect to any
                  criminal action or proceeding, he had reasonable cause to
                  believe that his conduct was unlawful.

         2.       A corporation may indemnify any person who was or is a party
                  or is threatened to be made a party to any threatened, pending
                  or completed action or suit by or in the right of the
                  corporation to procure a judgment in its favor by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, officer, employee or agent
                  of another corporation, partnership, joint venture, trust or
                  other enterprise against expenses, including amounts paid in
                  settlement and attorneys' fees actually and reasonably
                  incurred by him in connection with the defense or settlement
                  of the action or suit if he acted in good faith and in a
                  manner which he reasonably believed to be in or not

                                     II-2
opposed to the best interests of the corporation.
                  Indemnification may not be made for any claim, issue or
                  matter as to which such a person has been adjudged by a
                  court of competent jurisdiction, after exhaustion of all
                  appeals therefrom, to be liable to the corporation or for
                  amounts paid in settlement to the corporation, unless and
                  only to the extent that the court in which the action or
                  suit was brought or other court of competent jurisdiction
                  determines upon application that in view of all the
                  circumstances of the case, the person is fairly and
                  reasonably entitled to indemnity for such expenses as the
                  court deems proper.

         3.       To the extent that a director, officer, employee or agent
                  of a corporation has been successful on the merits or
                  otherwise in defense of any action, suit or proceeding
                  referred to in subsections 1 and 2, or in defense of any
                  claim, issue or matter therein, he must be indemnified by
                  the corporation against expenses, including attorneys'
                  fees, actually and reasonably incurred by him in connection
                  with the defense.

         4.       Any indemnification under subsections 1 and 2, unless
                  ordered by a court or advanced pursuant to subsection 5,
                  must be made by the corporation only as authorized in the
                  specific case upon a determination that indemnification of
                  the director, officer, employee or agent is proper in the
                  circumstances. The determination must be made:

                  (a) By the stockholders;

                  (b) By the board of directors by majority vote of a quorum
                  consisting of directors who were not parties to the act,
                  suit or proceeding;

                  (c) If a majority vote of a quorum consisting of directors
                  who were not parties to the act, suit or proceeding so
                  orders, by independent legal counsel in a written opinion;
                  or

                  (d) If a quorum consisting of directors who were not
                  parties to the act, suit or proceeding cannot be obtained,
                  by independent legal counsel in a written opinion.

         5.       The certificate or articles of incorporation, the bylaws or
                  an agreement made by the corporation may provide that the
                  expenses of officers and directors incurred in defending a
                  civil or criminal action, suit or proceeding must be paid
                  by the corporation as they are incurred and in advance of
                  the final disposition of the action, suit or proceeding,
                  upon receipt of an undertaking by or on behalf of the
                  director or officer to repay the amount if it is ultimately
                  determined by a court of competent jurisdiction that he is
                  not entitled to be indemnified by the corporation. The
                  provisions of this

                                     II-3
subsection do not affect any rights to advancement of
                  expenses to which corporate personnel other than directors
                  or officers may be entitled under any contract or otherwise
                  by law.

         6.       The indemnification and advancement of expenses authorized
                  in or ordered by a court pursuant to this section:

                  (a) Does not exclude any other rights to which a person
                  seeking indemnification or advancement of expenses may be
                  entitled under the certificate or articles of incorporation
                  or any bylaw, agreement, vote of stockholders or
                  disinterested directors or otherwise, for either an action
                  in his official capacity or an action in another capacity
                  while holding his office, except that indemnification,
                  unless ordered by a court pursuant to subsection 2 or for
                  the advancement of expenses made pursuant to subsection 5,
                  may not be made to or on behalf of any director or officer
                  if a final adjudication establishes that his acts or
                  omissions involved intentional misconduct, fraud or a
                  knowing violation of the law and was material to the cause
                  of action.

                  (c) Continues for a person who has ceased to be a director,
                  officer, employee or agent and inures to the benefit of the
                  heirs, executors and administrators of such a person.

         2. Article VI INDEMNIFICATION of the Registrant's Amended and Restated
Bylaws provides in material part as follows:

                  "Section 1. DEFINITIONS. For the purposes of this Article,
         "agent" means any person who is or was a director, officer, employee,
         or other agent of the corporation, or is or was serving at the request
         of the corporation as a director, officer, employee, or agent of
         another foreign or domestic corporation, partnership, joint venture,
         trust, or other enterprise, or was a director, officer, employee, or
         agent of a foreign or domestic corporation or other enterprise which
         was a predecessor corporation of the corporation or of another
         enterprise at the request of such predecessor corporation.

                  "Section 2. INDEMNIFICATION OF CORPORATE AGENTS. The
         corporation shall indemnify any person who was or is a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative, by reason of the fact
         that he is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise to the fullest
         extent permitted by Nevada law and permitted by, or not inconsistent
         with, the Articles of Incorporation. The rights conferred on any person
         above shall be not be exclusive

                                     II-4
of any other right such person may have or hereafter acquire under
         any statute, provision of the Articles of Incorporation, bylaw,
         agreement, vote of shareholders or disinterested directors or
         otherwise..

                  "Section 3 ADVANCEMENT OF EXPENSES. The expenses of officers
         and directors incurred in defending a civil or criminal action, suit or
         proceeding must be paid by the corporation as they are incurred and in
         advance of the final disposition of the action, suit or proceeding,
         upon receipt of an undertaking by or on behalf of the director or
         officer to repay the amount if it is ultimately determined by a court
         of competent jurisdiction that he is not entitled to be indemnified by
         the corporation. The provisions of this subsection do not affect any
         rights to advancement of expenses to which corporate personnel other
         than directors or officers may be entitled under any contract or
         otherwise by law.

                  "Section 4. INDEMNIFICATION CONTRACTS. The Board of Directors
         is authorized to enter into a contract with any director, officer,
         employee or agent of the corporation, or any person serving at the
         request of the corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, including employee benefit plans, providing for
         indemnification rights equivalent to, or if the Board of Directors so
         determines, greater than, those provided in Section 2 of this Article
         VI.

                  "Section 5. INSURANCE. The corporation shall have [the] power
         to purchase and maintain insurance or make other financial arrangements
         on behalf of any agent of the corporation for any liability asserted
         against or incurred by the agent in such capacity or arising out of the
         agent's status as such whether or not the corporation would have the
         power to indemnify the agent against such liability under the
         provisions of this Article. The other financial arrangements made by
         the corporation may include, but shall not be limited to, any of the
         arrangements set forth in the Nevada General Corporation Law, as the
         same may be amended from time to time."

       Item 7.    Exemption From Registration Claimed.

                  Not applicable.

                                     II-5
Item 8.    Exhibits.

    Exhibit Numbers

         5.1      Opinion of John M. Dab.

         10.1     Consulting Agreement between the Registrant and Pacific Trade
                  & Development Corp. dated March 14, 1997.1

         10.2     Stock Option Agreement between the Registrant and Pacific
                  Trade & Development Corp. dated March 5, 1999.

         10.3     Letter agreement dated May 8, 2000 amending the Stock Option
                  Agreement between the Registrant and Pacific Trade &
                  Development Corp. dated March 5, 1999.

         10.4     Form of Stock Option Agreement between certain former
                  employees of Registrant and the Registrant.

         10.5     Form of amendment to Stock Option Agreement between certain
                  former employees of Registrant and the Registrant.

         10.6     Consulting Agreement between the Registrant and Michael
                  Keating dated May 8, 2000.

         24.1     Consent of John M. Dab (included in Exhibit 5).

         24.2     Consent of Corbin & Wertz.

         24.3     Consent of Arthur Andersen LLP.

---------------
(1)      Previously filed as exhibit 10.2 to the Company's Registration
         Statement on Form S-8, filed with the Securities and Exchange
         Commission on April 18, 1997.

         Item 9.     Undertakings.

                     The undersigned Registrant hereby undertakes:

                     (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement
         to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement.

                     (2) That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial BONA FIDE offering thereof.

                                     II-6
(3) To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-7
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monrovia, State of California, on this 11th day of
May, 2000.

                                      AMERICAN TECHNOLOGIES GROUP, INC.

                                      By: /s/ Lawrence J. Brady
                                          ---------------------
                                          Lawrence J. Brady
                                          Chairman of the Board and
                                          Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Lawrence J. Brady            Chairman of the Board,           May 11, 2000
---------------------            Chief Executive Officer
 Lawrence J. Brady

     /s/ Yan Lin             Acting Chief Financial Officer       May 11, 2000
     -----------             Acting Chief Accounting Officer
       Yan Lin

  /s/ William Odom                      Director                  May 11, 2000
  ----------------
    William Odom

  ----------------              Director and Director of
     Shui-Yin Lo                Research and Development

 /s/ Larry Pressler                     Director                  May 11, 2000
 ------------------
  Lawrence Pressler

/s/ Charles McCarthy                    Director                  May 11, 2000
--------------------
  Charles McCarthy

   /s/ Alan Brooks                      Director                  May 11, 2000
   ---------------
     Alan Brooks

  /s/ Lawrence Shad                     Director                  May 11, 2000
  -----------------
   Lawrence Schad

                                     II-8
EXHIBIT INDEX

         Exhibit
         Number

         5.1      Opinion of John M. Dab.

         10.1     Consulting Agreement between the Registrant and Pacific Trade
                  & Development Corp. dated March 14, 1997.1

         10.2     Stock Option Agreement between the Registrant and Pacific
                  Trade & Development Corp. dated March 5, 1999.

         10.3     Letter agreement dated May 8, 2000 amending the Stock Option
                  Agreement between the Registrant and Pacific Trade &
                  Development Corp. dated March 5, 1999.

         10.4     Form of Stock Option Agreement between certain former
                  employees of Registrant and the Registrant.

         10.5     Form of amendment to Stock Option Agreement between certain
                  former employees of Registrant and the Registrant.

         10.6     Consulting Agreement between the Registrant and Michael
                  Keating dated May 8, 2000.

         24.1     Consent of John M. Dab (included in Exhibit 5).

         24.2     Consent of Corbin & Wertz.

         24.3     Consent of Arthur Andersen LLP.

---------------
(1)      Previously filed as exhibit 10.2 to the Company's Registration
         Statement on Form S-8, filed with the Securities and Exchange
         Commission on April 18, 1997.

                                     II-9