<PAGE>
As filed with the Securities and Exchange Commission on May 8, 1997
                                                  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)

                              CONSULTANT AGREEMENT
                            (Full Title of the Plan)

                                 John R. Collins
                             Chief Executive Officer
                        American Technologies Group, Inc.
                           1017 South Mountain Avenue
                           Monrovia, California 91016
                                 (818) 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
                                 (818) 357-5000
                            Telecopy:  (818) 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     Amount of
Title of Securities   Amount to be  Offering   Aggregate  Registration
 to be Registered      Registered   Price per  Offering       Fee
                                     Share(1)   Price(1)
-------------------------------------------------------------------------------
Common Stock, $.001     33,000         $4.63     $152,790      $100.00
     par value          shares 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457(c).

==============================================================================

<PAGE>
                                   PROSPECTUS


                                  33,000 Shares
                                  Common Stock



                        AMERICAN TECHNOLOGIES GROUP, INC.



                               CONSULTANT AGREEMENT

                               ___________________


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                               ___________________


     This Prospectus relates to 33,000 shares of Common Stock of American
Technologies Group, Inc., a Nevada corporation (the "Company"), subject to
an agreement (the "Agreement") entered into by and between the Company and 
an individual (the "Consultant")

     A Consultant who is an affiliate ("Affiliate") of the Company, as
such term is defined in Rule 405 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), may not resell under this Prospectus shares
of the Company's Common Stock received pursuant to the Agreement.  Any other
Consultant, however, may from time to time sell, without restrictions, shares 
of Common Stock received pursuant to such Agreement.  



     THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.



                  The date of this Prospectus is May 8, 1997.

<PAGE>


     The Company hereby undertakes to provide to each person to whom this
Prospectus is delivered, without charge, upon written or oral request of such
person, a copy of any and all documents required to be delivered pursuant to
Rule 428(b) under the Securities Act and a copy of any or all of the other
documents that have been incorporated by reference in the Registration Statement
on Form S-8, covering the shares of Common Stock under the Consulting
Agreements, filed with the Securities and Exchange Commission concurrently
herewith.  Those documents are herein incorporated by reference and may be
obtained by contacting James Nicastro, Vice President, Administration, American
Technologies Group, Inc., 1017 South Mountain Avenue, Monrovia, California
91016, telephone number (818) 357-5000.

                                TABLE OF CONTENTS

                                                            Page
                                                            ----

Introduction . . . . . . . . . . . . . . . . . . . . .       3

Description of the Agreements. . . . . . . . . . . . .       3

                               ___________________



     No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, in connection 
with the Agreements described in this Prospectus, and, if given or made, such 
information or representation must not be relied upon as having been 
authorized by the Company.  This Prospectus does not constitute an offering 
in any state in which such offering may not lawfully be made.

                                       2

<PAGE>

                                 INTRODUCTION


     This Prospectus relates to 33,000 shares of Common Stock of the Company
issuable under the Agreement.  A Registration Statement on Form S-8 with 
respect to such shares of Common Stock has been filed with the Securities and 
Exchange Commission concurrently herewith.  This Prospectus, which forms a 
part of such Registration Statement, sets forth information concerning the 
Agreement and the Company and is being distributed to the Consultant pursuant
to the Securities Act.

     The Company's principal executive offices are located at 1017 South
Mountain Avenue, Monrovia, California 91016; its telephone number is 
(818) 357-5000.

                           DESCRIPTION OF THE AGREEMENT

DESCRIPTION OF THE AGREEMENT

     The Agreement under which the Company's Common Stock is to be issued 
pursuant to this Prospectus is a Consulting Agreement dated as of April 23, 
1997, by and between the Company and William Carroll ("Carroll"), (the 
"Carroll Agreement"). The Carroll Agreement provides for the issuance of 
33,000 shares of the Company's Common Stock to Carroll for real estate, 
acquisition and other consulting services provided and to be provided to the 
Company.

     TERMINATION OF AGREEMENT.  The Carroll Agreement terminates on April 22, 
1998.

     ADMINISTRATION OF THE AGREEMENT.  The Carroll Agreement is administered 
by the Chief Executive Officer and President of the Company.  The officers 
are elected by the Company's Board of Directors (the same persons, one of 
whom is also a principal stockholder of the Company, constitute two of the 
five Board members), and serve at the discretion of the Board, until their 
respective successors are elected and qualify.  Such officers have the 
authority to construe and interpret any of the provisions of the Agreements.

     Other than as disclosed herein, such officers and Directors of the Company
have no material relationships with the Company, its employees, or its
affiliates.

ERISA

     The Agreements and the Common Stock issuable thereunder are not subject to
the Employee Retirement Income Security Act of 1974 ("ERISA").

SOURCE FOR SECURITIES COVERED BY THE AGREEMENTS

     The shares subject to the Agreements will be newly issued shares of Common
Stock issued by the Company and are not expected to be purchased in the open
market.

                                       3

<PAGE>

RESTRICTIONS ON TRANSFER OF STOCK

     Common Stock issued pursuant to the Agreements may be sold, assigned,
gifted, pledged, hypothecated, encumbered or otherwise transferred or alienated
in any manner by the holder(s) thereof, subject however to such other
restrictions as may be contained in the Agreements and also subject to
compliance with any applicable federal, state or other local law, regulation or
rule governing the sale or transfer of stock or securities.

     Affiliates of the Company may not sell shares of Common Stock acquired
pursuant to this Prospectus unless such shares have been registered under the
Securities Act by the Company for resale by Affiliates or an exemption for such
registration is available.  Rule 144, promulgated under the Securities Act,
which contains limitations on the manner of sale and the amount of shares that
may be sold, provides an exemption from registration under the Securities Act.

TAX EFFECT OF AGREEMENTS

     The Company has not investigated the tax implications of the Agreements to
the persons who acquire Common Stock thereunder.  Consultants who receive
Common Stock should consult their own tax advisors as to the tax consequences
to them.  No representations regarding any such tax consequences is made by the
Company.

                                       4

<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 the Registrant's consultants as specified by 
Rule 428(b)(1).


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.     Incorporation of Documents by Reference.

          The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement.  All documents 
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior 
to the filing of a post-effective amendment which indicates that all 
securities offered herein 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 hereto from the date of filing 
of such documents.

   (a)    The Registrant's Annual Report on Form 10-KSB for the year ended 
July 31, 1996.

   (b)    All other reports filed by Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the 
above-referenced Annual Report.

   (c)    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.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

                                    II-1

<PAGE>

   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 

                                    II-2

<PAGE>

          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 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;

                                    II-3

<PAGE>

          (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 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.

                                    II-4

<PAGE>

          (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 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 

                                    II-5

<PAGE>

     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-6

<PAGE>

   Item 8.     Exhibits.

   Exhibit
   Numbers
   -------

      5.1  Opinion of John M. Dab.
     
     10.1  Consulting Agreement between the Company and
           William Carroll dated April 23, 1997.
     
     24.1  Consent of John M. Dab (included in Exhibit 5.1).
     
     24.2  Consent of Arthur Andersen LLP.


     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.

           (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.

                                    II-7

<PAGE>

           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-8

<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 8th day of 
May, 1997.

                                          AMERICAN TECHNOLOGIES GROUP, INC.


                                          By:/s/ John R. Collins    
                                             -----------------------
                                          JOHN R. COLLINS
                                          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.


     Signature                  Title                        Date
     ---------                  -----                        ----

/s/ John R. Collins    Chairman of the Board,             May 8, 1997
---------------------  Chief Executive Officer
JOHN R. COLLINS        and Treasurer (Principal)
                       Financial and Accounting
                       Officer)


                       
/s/ Shui-Yin Lo        Director of Research and           May 8, 1997
---------------------  Development and a Director
SHUI YIN LO            


/s/ David Gann         Director of Marketing              May 8, 1997
---------------------  and a Director
DAVID GANN             


/s/ Hugo Pomrehn       Vice Chairman of the Board         May 8, 1997
---------------------
HUGO POMREHN           


/s/ Lawrence J. Brady  President and a Director           May 8, 1997
---------------------
LAWRENCE J. BRADY     

                                    II-9

<PAGE>

                                 EXHIBIT INDEX

                                                                   Page
                                                                   ----
Exhibit
Number 
--------

 5.1 Opinion of John M. Dab.

10.1 Consulting Agreement between the Company and
     William Carroll dated April 23, 1997.

24.1 Consent of John M. Dab (included in Exhibit 5.1).

24.2 Consent of Arthur Andersen LLP.

                                    II-10
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 29394}]
{"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": "333-26733", "film-number": "97598528"}, "business-address": {"street1": "1017 S MOUNTAIN AVE", "city": "MONROVIA", "state": "CA", "zip": "91016", "phone": "8183575000"}, "mail-address": {"street1": "425 EAST HUNTINGTON DR", "city": "MONROVIA", "state": "CA", "zip": "91016"}}
As filed with the Securities and Exchange Commission on May 8, 1997
                                                  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)

                              CONSULTANT AGREEMENT
                            (Full Title of the Plan)

                                 John R. Collins
                             Chief Executive Officer
                        American Technologies Group, Inc.
                           1017 South Mountain Avenue
                           Monrovia, California 91016
                                 (818) 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
                                 (818) 357-5000
                            Telecopy:  (818) 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     Amount of
Title of Securities   Amount to be  Offering   Aggregate  Registration
 to be Registered      Registered   Price per  Offering       Fee
                                     Share(1)   Price(1)
-------------------------------------------------------------------------------
Common Stock, $.001     33,000         $4.63     $152,790      $100.00
     par value          shares 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of computing the amount of the
     registration fee pursuant to Rule 457(c).

==============================================================================
PROSPECTUS

                                  33,000 Shares
                                  Common Stock

                        AMERICAN TECHNOLOGIES GROUP, INC.

                               CONSULTANT AGREEMENT

                               ___________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                               ___________________

     This Prospectus relates to 33,000 shares of Common Stock of American
Technologies Group, Inc., a Nevada corporation (the "Company"), subject to
an agreement (the "Agreement") entered into by and between the Company and 
an individual (the "Consultant")

     A Consultant who is an affiliate ("Affiliate") of the Company, as
such term is defined in Rule 405 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), may not resell under this Prospectus shares
of the Company's Common Stock received pursuant to the Agreement.  Any other
Consultant, however, may from time to time sell, without restrictions, shares 
of Common Stock received pursuant to such Agreement.  

     THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.

                  The date of this Prospectus is May 8, 1997.
The Company hereby undertakes to provide to each person to whom this
Prospectus is delivered, without charge, upon written or oral request of such
person, a copy of any and all documents required to be delivered pursuant to
Rule 428(b) under the Securities Act and a copy of any or all of the other
documents that have been incorporated by reference in the Registration Statement
on Form S-8, covering the shares of Common Stock under the Consulting
Agreements, filed with the Securities and Exchange Commission concurrently
herewith.  Those documents are herein incorporated by reference and may be
obtained by contacting James Nicastro, Vice President, Administration, American
Technologies Group, Inc., 1017 South Mountain Avenue, Monrovia, California
91016, telephone number (818) 357-5000.

                                TABLE OF CONTENTS

                                                            Page
                                                            ----

Introduction . . . . . . . . . . . . . . . . . . . . .       3

Description of the Agreements. . . . . . . . . . . . .       3

                               ___________________

     No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, in connection 
with the Agreements described in this Prospectus, and, if given or made, such 
information or representation must not be relied upon as having been 
authorized by the Company.  This Prospectus does not constitute an offering 
in any state in which such offering may not lawfully be made.

                                       2
INTRODUCTION

     This Prospectus relates to 33,000 shares of Common Stock of the Company
issuable under the Agreement.  A Registration Statement on Form S-8 with 
respect to such shares of Common Stock has been filed with the Securities and 
Exchange Commission concurrently herewith.  This Prospectus, which forms a 
part of such Registration Statement, sets forth information concerning the 
Agreement and the Company and is being distributed to the Consultant pursuant
to the Securities Act.

     The Company's principal executive offices are located at 1017 South
Mountain Avenue, Monrovia, California 91016; its telephone number is 
(818) 357-5000.

                           DESCRIPTION OF THE AGREEMENT

DESCRIPTION OF THE AGREEMENT

     The Agreement under which the Company's Common Stock is to be issued 
pursuant to this Prospectus is a Consulting Agreement dated as of April 23, 
1997, by and between the Company and William Carroll ("Carroll"), (the 
"Carroll Agreement"). The Carroll Agreement provides for the issuance of 
33,000 shares of the Company's Common Stock to Carroll for real estate, 
acquisition and other consulting services provided and to be provided to the 
Company.

     TERMINATION OF AGREEMENT.  The Carroll Agreement terminates on April 22, 
1998.

     ADMINISTRATION OF THE AGREEMENT.  The Carroll Agreement is administered 
by the Chief Executive Officer and President of the Company.  The officers 
are elected by the Company's Board of Directors (the same persons, one of 
whom is also a principal stockholder of the Company, constitute two of the 
five Board members), and serve at the discretion of the Board, until their 
respective successors are elected and qualify.  Such officers have the 
authority to construe and interpret any of the provisions of the Agreements.

     Other than as disclosed herein, such officers and Directors of the Company
have no material relationships with the Company, its employees, or its
affiliates.

ERISA

     The Agreements and the Common Stock issuable thereunder are not subject to
the Employee Retirement Income Security Act of 1974 ("ERISA").

SOURCE FOR SECURITIES COVERED BY THE AGREEMENTS

     The shares subject to the Agreements will be newly issued shares of Common
Stock issued by the Company and are not expected to be purchased in the open
market.

                                       3
RESTRICTIONS ON TRANSFER OF STOCK

     Common Stock issued pursuant to the Agreements may be sold, assigned,
gifted, pledged, hypothecated, encumbered or otherwise transferred or alienated
in any manner by the holder(s) thereof, subject however to such other
restrictions as may be contained in the Agreements and also subject to
compliance with any applicable federal, state or other local law, regulation or
rule governing the sale or transfer of stock or securities.

     Affiliates of the Company may not sell shares of Common Stock acquired
pursuant to this Prospectus unless such shares have been registered under the
Securities Act by the Company for resale by Affiliates or an exemption for such
registration is available.  Rule 144, promulgated under the Securities Act,
which contains limitations on the manner of sale and the amount of shares that
may be sold, provides an exemption from registration under the Securities Act.

TAX EFFECT OF AGREEMENTS

     The Company has not investigated the tax implications of the Agreements to
the persons who acquire Common Stock thereunder.  Consultants who receive
Common Stock should consult their own tax advisors as to the tax consequences
to them.  No representations regarding any such tax consequences is made by the
Company.

                                       4
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.     Incorporation of Documents by Reference.

          The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement.  All documents 
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior 
to the filing of a post-effective amendment which indicates that all 
securities offered herein 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 hereto from the date of filing 
of such documents.

   (a)    The Registrant's Annual Report on Form 10-KSB for the year ended 
July 31, 1996.

   (b)    All other reports filed by Registrant pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the 
above-referenced Annual Report.

   (c)    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.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

                                    II-1
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 

                                    II-2
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 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;

                                    II-3
(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 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.

                                    II-4
(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 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 

                                    II-5
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-6
Item 8.     Exhibits.

   Exhibit
   Numbers
   -------

      5.1  Opinion of John M. Dab.
     
     10.1  Consulting Agreement between the Company and
           William Carroll dated April 23, 1997.
     
     24.1  Consent of John M. Dab (included in Exhibit 5.1).
     
     24.2  Consent of Arthur Andersen LLP.

     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.

           (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.

                                    II-7
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-8
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 8th day of 
May, 1997.

                                          AMERICAN TECHNOLOGIES GROUP, INC.

                                          By:/s/ John R. Collins    
                                             -----------------------
                                          JOHN R. COLLINS
                                          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.

     Signature                  Title                        Date
     ---------                  -----                        ----

/s/ John R. Collins    Chairman of the Board,             May 8, 1997
---------------------  Chief Executive Officer
JOHN R. COLLINS        and Treasurer (Principal)
                       Financial and Accounting
                       Officer)

                       
/s/ Shui-Yin Lo        Director of Research and           May 8, 1997
---------------------  Development and a Director
SHUI YIN LO            

/s/ David Gann         Director of Marketing              May 8, 1997
---------------------  and a Director
DAVID GANN             

/s/ Hugo Pomrehn       Vice Chairman of the Board         May 8, 1997
---------------------
HUGO POMREHN           

/s/ Lawrence J. Brady  President and a Director           May 8, 1997
---------------------
LAWRENCE J. BRADY     

                                    II-9
EXHIBIT INDEX

                                                                   Page
                                                                   ----
Exhibit
Number 
--------

 5.1 Opinion of John M. Dab.

10.1 Consulting Agreement between the Company and
     William Carroll dated April 23, 1997.

24.1 Consent of John M. Dab (included in Exhibit 5.1).

24.2 Consent of Arthur Andersen LLP.

                                    II-10