Registration No. 333-________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                          AMERICAN MEDICAL ALERT CORP.
             (Exact name of registrant as specified in its charter)

New York                                                          11-2571221
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

3265 Lawson Boulevard, Oceanside, New York                          11572
(Address of Principal Executive Offices)                          (Zip Code)

                          AMERICAN MEDICAL ALERT CORP.
                             1997 STOCK OPTION PLAN
                            (Full title of the plan)

                    Mr. Corey Aronin, Chief Financial Officer
                       American Medical Alert Corporation
                              3265 Lawson Boulevard
                            Oceanside, New York 11572
                     (Name and address of agent for service)

                                 (516) 536-5850
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                              James Alterbaum, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------
                                               PROPOSED       PROPOSED
                                               MAXIMUM        MAXIMUM
TITLE OF                  AMOUNT               OFFERING       AGGREGATE        AMOUNT OF
SECURITIES                TO BE                PRICE PER      OFFERING         REGISTRATION
TO BE REGISTERED          REGISTERED(1)        SHARE          PRICE            FEE
-------------------------------------------------------------------------------------------
<S>                        <C>                 <C>            <C>              <C>    
Common Stock, par          750,000 shares      $3.4375(2)     $2,578,125(2)    $760.55
value $.01 per share
-------------------------------------------------------------------------------------------
</TABLE>

(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1997 Stock Option Plan.

(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant  to Rule  457(c),  the average of the high and low
      sales  prices per share of the  registrant's  Common Stock on the National
      Association of Securities  Dealers  Automated  Quotation  System on May 8,
      1998.



<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The  following  documents  heretofore  filed by the Company with the
Securities and Exchange  Commission  pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference:

            (a)   The Company's  Annual Report on Form 10-KSB,  as amended,  for
the fiscal year ended December 31, 1997; and

            (b)   The description of the Company's Common Stock contained in the
Company's  Registration  Statement  on Form  8-A  filed  on  December  8,  1983,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

            All  documents  filed  subsequent  to the date of this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            (a)   Section 722 of the New York Business Corporation Law ("NYBCL")
permits,  in general,  a New York  corporation  to indemnify any person made, or
threatened  to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the  corporation,  or served another
entity in any capacity at the request of the corporation,  against any judgment,
fines, amounts paid in settlement and reasonable expenses,  including attorneys'
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein,  if such person acted in good faith,  for a purpose he or
she reasonably believed to be in, or, in the case of service for


<PAGE>



another entity,  not opposed to, the best interests of the  corporation  and, in
criminal actions or proceedings,  in addition had no reasonable cause to believe
that his or her  conduct  was  unlawful.  Section  723 of the NYBCL  permits the
corporation  to  pay in  advance  of a  final  disposition  of  such  action  or
proceeding  the expenses  incurred in defending  such action or proceeding  upon
receipt of an  undertaking  by or on behalf of the  director or officer to repay
such amount as, and to the extent, required by statute. Section 721 of the NYBCL
provides that indemnification and advancement of expense provisions contained in
the NYBCL  shall not be deemed  exclusive  of any rights to which a director  or
officer  seeking  indemnification  or  advancement  of expenses may be entitled,
whether  contained in the  certificate  of  incorporation  or the by-laws of the
corporation or, when authorized by such certificate of incorporation or by-laws,
(i) a resolution  of  shareholders,  (ii) a resolution  of directors or (iii) an
agreement,  provided no indemnification may be made on behalf of any director or
officer if a judgment or other  final  adjudication  adverse to the  director or
officer establishes that his or her acts were committed in bad faith or were the
result of active or  deliberate  dishonesty  and were  material  to the cause of
action so adjudicated,  or that he or she personally  gained in fact a financial
profit or other advantage to which he or she was not legally entitled.

            (b)   Article Seventh of the Company's  Certificate of Incorporation
sets forth as follows:

            "Except  as  may   otherwise  be   specifically   provided  in  this
            Certificate of  Incorporation,  no provision of this  Certificate of
            Incorporation  is intended by the  corporation  to be  construed  as
            limiting,  prohibiting,  denying or abrogating any of the general or
            specific powers or rights  conferred under the Business  Corporation
            Law upon the corporation,  upon its shareholders,  bondholders,  and
            security  holders,  and  upon its  directors,  officers,  and  other
            corporate  personnel,  including,  in  particular,  the power of the
            corporation to furnish  indemnification to directors and officers in
            the capacities  defined and  prescribed by the Business  Corporation
            Law and the  defined  and  prescribed  rights  of  said  persons  to
            indemnification   as  the  same  are   conferred   by  the  Business
            Corporation Law."

            (c)   Article VI of the Company's  Amended and Restated By-Laws sets
forth as follows:

            "Each  person  who is made or  threatened  to be made a party in any
            civil or criminal action or proceeding by reason of the fact that he
            or she,  his or her  testator or  intestate  is or was a director or
            officer of the  Company or serves or served any other  entity in any
            capacity at the request of the Company shall be  indemnified  by the
            Company to the maximum  extent  permitted by statute as amended from
            time to time."

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.






                                      II-2

<PAGE>



ITEM 8.     EXHIBITS.

Exhibit
Number            Description
------            -----------

4.01              Certificate  of  Incorporation  of the  Company,  as  amended.
                  (Incorporated  by reference to Exhibits 3(a)(1) and 3(a)(2) to
                  the  Company's  Form  10-KSB,  as amended,  for the year ended
                  December 31, 1997 and Exhibit 3(a) to the  Company's  Form S-1
                  Registration Statement under the Securities Act of 1933, filed
                  on September 30, 1983, Commission File No. 2-86862).

4.02              Amended and Restated By-Laws of the Company.  (Incorporated by
                  reference   to  Exhibit  4(b)  to  the   Company's   Form  S-3
                  Registration  Statement  under  the  Securities  Act of  1933,
                  Commission File No. 333-6159).

5.01*             Opinion of Parker Chapin Flattau & Klimpl, LLP, counsel to the
                  registrant,  as to the  legality  of the  Common  Stock  being
                  offered.

23.1*             Consent of Margolin, Winer & Evens LLP

23.2*             Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.01).

24.1*             Powers of Attorney of certain  officers  and  directors of the
                  registrant (included in signature page).

99.1*             1997 Stock Option Plan effective as of April 4, 1997.

---------------------
*     Filed herewith.



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:

                  (i)   To include any prospectus  required by Section  10(a)(3)
of the Act;

                  (ii)  To reflect in the prospectus any facts or events arising
after the  effective  date of this  registration  statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.



                                      II-3

<PAGE>



                  (iii) 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;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

            (2)   That, for the purpose of determining  any liability  under the
Act, 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.

            (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.

            (4)   If the  registrant  is a  foreign  private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required  by  Section  10(a)(3)  of the Act  need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a  post-effective  amendment,  financial  statements  required  pursuant to this
paragraph  (a)(4)  and other  information  necessary  to  ensure  that all other
information  in the  prospectus  is at  least  as  current  as the date of those
financial   statements.   Notwithstanding   the   foregoing,   with  respect  to
registration  statements  on Form F-3, a  post-effective  amendment  need not be
filed to  include  financial  statements  and  information  required  by Section
10(a)(3) of the Act or Rule 3-19 of this  chapter if such  financial  statements
and information are contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Form F-3.

            The undersigned  registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) 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 Act 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



                                      II-4

<PAGE>



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 Act and
will be governed by the final adjudication of such issue.





                                      II-5

<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 County of Nassau, State of New York, on the 11th day of May,
1998.

                                              AMERICAN MEDICAL ALERT CORP.


                                              By: /S/ HOWARD M. SIEGEL
                                                  ------------------------------
                                                   Howard M. Siegel
                                                   President and Chief Executive
                                                    Officer

            KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned hereby
constitutes and appoints  Howard M. Siegel his true and lawful  attorney-in-fact
and agent,  for him and in his name, place and stead, in any and all capacities,
with  full  power  to act  alone,  to  sign  any  and  all  amendments  to  this
Registration  Statement,  and to file each such  amendment to this  Registration
Statement  with all exhibits  thereto,  and any and all  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  granting unto
said  attorney-in-fact  and agent full power and authority to do and perform any
and all acts and things  required and  necessary to be done, as fully and to all
intents and purposes as, he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.

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


/S/ HOWARD M. SIEGEL               Chairman of the Board,           May 11, 1998
--------------------------         President, Chief Executive
Howard M. Siegel                   Officer and Director
                                   (Principal Executive Officer)


/S/ COREY M. ARONIN                Chief Financial Officer          May 11, 1998
--------------------------
Corey M. Aronin


/S/ PETER BREITSTONE               Director                         May 11, 1998
--------------------------
Peter Breitstone


/S/ LEONARD HERZ                   Director                         May 11, 1998
--------------------------
Leonard Herz


                                   Director                         May 11, 1998
--------------------------
Myron Segal, M.D.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 19441}]
{"company-data": {"conformed-name": "AMERICAN MEDICAL ALERT CORP", "cik": "0000700721", "assigned-sic": "7380", "irs-number": "112571221", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53029", "film-number": "98627988"}, "business-address": {"street1": "3265 LAWSON BLVD", "city": "OCEANSIDE", "state": "NY", "zip": "11572", "phone": "5165365850"}, "mail-address": {"street1": "3265 LAWSON BLVD", "city": "OCEANSIDE", "state": "NY", "zip": "11572"}}
Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                          AMERICAN MEDICAL ALERT CORP.
             (Exact name of registrant as specified in its charter)

New York                                                          11-2571221
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

3265 Lawson Boulevard, Oceanside, New York                          11572
(Address of Principal Executive Offices)                          (Zip Code)

                          AMERICAN MEDICAL ALERT CORP.
                             1997 STOCK OPTION PLAN
                            (Full title of the plan)

                    Mr. Corey Aronin, Chief Financial Officer
                       American Medical Alert Corporation
                              3265 Lawson Boulevard
                            Oceanside, New York 11572
                     (Name and address of agent for service)

                                 (516) 536-5850
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                              James Alterbaum, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------
                                               PROPOSED       PROPOSED
                                               MAXIMUM        MAXIMUM
TITLE OF                  AMOUNT               OFFERING       AGGREGATE        AMOUNT OF
SECURITIES                TO BE                PRICE PER      OFFERING         REGISTRATION
TO BE REGISTERED          REGISTERED(1)        SHARE          PRICE            FEE
-------------------------------------------------------------------------------------------
Common Stock, par          750,000 shares      $3.4375(2)     $2,578,125(2)    $760.55
value $.01 per share
-------------------------------------------------------------------------------------------
(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities resulting from anti-dilution  adjustments under the
      1997 Stock Option Plan.

(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of,  pursuant  to Rule  457(c),  the average of the high and low
      sales  prices per share of the  registrant's  Common Stock on the National
      Association of Securities  Dealers  Automated  Quotation  System on May 8,
      1998.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The  following  documents  heretofore  filed by the Company with the
Securities and Exchange  Commission  pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "1934 Act") are incorporated herein by reference:

            (a)   The Company's  Annual Report on Form 10-KSB,  as amended,  for
the fiscal year ended December 31, 1997; and

            (b)   The description of the Company's Common Stock contained in the
Company's  Registration  Statement  on Form  8-A  filed  on  December  8,  1983,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

            All  documents  filed  subsequent  to the date of this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            (a)   Section 722 of the New York Business Corporation Law ("NYBCL")
permits,  in general,  a New York  corporation  to indemnify any person made, or
threatened  to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the  corporation,  or served another
entity in any capacity at the request of the corporation,  against any judgment,
fines, amounts paid in settlement and reasonable expenses,  including attorneys'
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein,  if such person acted in good faith,  for a purpose he or
she reasonably believed to be in, or, in the case of service for
another entity,  not opposed to, the best interests of the  corporation  and, in
criminal actions or proceedings,  in addition had no reasonable cause to believe
that his or her  conduct  was  unlawful.  Section  723 of the NYBCL  permits the
corporation  to  pay in  advance  of a  final  disposition  of  such  action  or
proceeding  the expenses  incurred in defending  such action or proceeding  upon
receipt of an  undertaking  by or on behalf of the  director or officer to repay
such amount as, and to the extent, required by statute. Section 721 of the NYBCL
provides that indemnification and advancement of expense provisions contained in
the NYBCL  shall not be deemed  exclusive  of any rights to which a director  or
officer  seeking  indemnification  or  advancement  of expenses may be entitled,
whether  contained in the  certificate  of  incorporation  or the by-laws of the
corporation or, when authorized by such certificate of incorporation or by-laws,
(i) a resolution  of  shareholders,  (ii) a resolution  of directors or (iii) an
agreement,  provided no indemnification may be made on behalf of any director or
officer if a judgment or other  final  adjudication  adverse to the  director or
officer establishes that his or her acts were committed in bad faith or were the
result of active or  deliberate  dishonesty  and were  material  to the cause of
action so adjudicated,  or that he or she personally  gained in fact a financial
profit or other advantage to which he or she was not legally entitled.

            (b)   Article Seventh of the Company's  Certificate of Incorporation
sets forth as follows:

            "Except  as  may   otherwise  be   specifically   provided  in  this
            Certificate of  Incorporation,  no provision of this  Certificate of
            Incorporation  is intended by the  corporation  to be  construed  as
            limiting,  prohibiting,  denying or abrogating any of the general or
            specific powers or rights  conferred under the Business  Corporation
            Law upon the corporation,  upon its shareholders,  bondholders,  and
            security  holders,  and  upon its  directors,  officers,  and  other
            corporate  personnel,  including,  in  particular,  the power of the
            corporation to furnish  indemnification to directors and officers in
            the capacities  defined and  prescribed by the Business  Corporation
            Law and the  defined  and  prescribed  rights  of  said  persons  to
            indemnification   as  the  same  are   conferred   by  the  Business
            Corporation Law."

            (c)   Article VI of the Company's  Amended and Restated By-Laws sets
forth as follows:

            "Each  person  who is made or  threatened  to be made a party in any
            civil or criminal action or proceeding by reason of the fact that he
            or she,  his or her  testator or  intestate  is or was a director or
            officer of the  Company or serves or served any other  entity in any
            capacity at the request of the Company shall be  indemnified  by the
            Company to the maximum  extent  permitted by statute as amended from
            time to time."

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

                                      II-2
ITEM 8.     EXHIBITS.

Exhibit
Number            Description
------            -----------

4.01              Certificate  of  Incorporation  of the  Company,  as  amended.
                  (Incorporated  by reference to Exhibits 3(a)(1) and 3(a)(2) to
                  the  Company's  Form  10-KSB,  as amended,  for the year ended
                  December 31, 1997 and Exhibit 3(a) to the  Company's  Form S-1
                  Registration Statement under the Securities Act of 1933, filed
                  on September 30, 1983, Commission File No. 2-86862).

4.02              Amended and Restated By-Laws of the Company.  (Incorporated by
                  reference   to  Exhibit  4(b)  to  the   Company's   Form  S-3
                  Registration  Statement  under  the  Securities  Act of  1933,
                  Commission File No. 333-6159).

5.01*             Opinion of Parker Chapin Flattau & Klimpl, LLP, counsel to the
                  registrant,  as to the  legality  of the  Common  Stock  being
                  offered.

23.1*             Consent of Margolin, Winer & Evens LLP

23.2*             Consent of Parker Chapin  Flattau & Klimpl,  LLP (contained in
                  Exhibit 5.01).

24.1*             Powers of Attorney of certain  officers  and  directors of the
                  registrant (included in signature page).

99.1*             1997 Stock Option Plan effective as of April 4, 1997.

---------------------
*     Filed herewith.

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:

                  (i)   To include any prospectus  required by Section  10(a)(3)
of the Act;

                  (ii)  To reflect in the prospectus any facts or events arising
after the  effective  date of this  registration  statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                                      II-3
(iii) 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;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

            (2)   That, for the purpose of determining  any liability  under the
Act, 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.

            (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.

            (4)   If the  registrant  is a  foreign  private  issuer,  to file a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required  by  Section  10(a)(3)  of the Act  need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a  post-effective  amendment,  financial  statements  required  pursuant to this
paragraph  (a)(4)  and other  information  necessary  to  ensure  that all other
information  in the  prospectus  is at  least  as  current  as the date of those
financial   statements.   Notwithstanding   the   foregoing,   with  respect  to
registration  statements  on Form F-3, a  post-effective  amendment  need not be
filed to  include  financial  statements  and  information  required  by Section
10(a)(3) of the Act or Rule 3-19 of this  chapter if such  financial  statements
and information are contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Form F-3.

            The undersigned  registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) 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 Act 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

                                      II-4
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 Act and
will be governed by the final adjudication of such issue.

                                      II-5
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 County of Nassau, State of New York, on the 11th day of May,
1998.

                                              AMERICAN MEDICAL ALERT CORP.

                                              By: /S/ HOWARD M. SIEGEL
                                                  ------------------------------
                                                   Howard M. Siegel
                                                   President and Chief Executive
                                                    Officer

            KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned hereby
constitutes and appoints  Howard M. Siegel his true and lawful  attorney-in-fact
and agent,  for him and in his name, place and stead, in any and all capacities,
with  full  power  to act  alone,  to  sign  any  and  all  amendments  to  this
Registration  Statement,  and to file each such  amendment to this  Registration
Statement  with all exhibits  thereto,  and any and all  documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  granting unto
said  attorney-in-fact  and agent full power and authority to do and perform any
and all acts and things  required and  necessary to be done, as fully and to all
intents and purposes as, he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.

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

/S/ HOWARD M. SIEGEL               Chairman of the Board,           May 11, 1998
--------------------------         President, Chief Executive
Howard M. Siegel                   Officer and Director
                                   (Principal Executive Officer)

/S/ COREY M. ARONIN                Chief Financial Officer          May 11, 1998
--------------------------
Corey M. Aronin

/S/ PETER BREITSTONE               Director                         May 11, 1998
--------------------------
Peter Breitstone

/S/ LEONARD HERZ                   Director                         May 11, 1998
--------------------------
Leonard Herz

                                   Director                         May 11, 1998
--------------------------
Myron Segal, M.D.