<PAGE>


   As filed with the Securities and Exchange Commission on December 3, 1999
                                                 Registration No. 33- _________
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20559
                             ---------------------
                                   Form S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                             ---------------------

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

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

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

                              CONSULTING AGREEMENTS
                            (Full Title of the Plans)

                                Lawrence J. Brady
                             Chief Executive Officer
                        American Technologies Group, Inc.
                           1017 South Mountain Avenue
                           Monrovia, California 91016
                                 (626) 357-5000
                     (Name, Address, and Telephone Number,
                   Including Area Code, of Agent for Service)

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

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

<TABLE>
<CAPTION>
                          CALCULATION OF REGISTRATION FEE
==========================================================================================
                                                   Proposed     Proposed
                                                   Maximum       Maximum
                                                   Offering     Aggregate      Amount of
Title of Securities                Amount to be    Price per     Offering     Registration
 to be Registered                   Registered     Share(1)      Price(1)         Fee
------------------------------------------------------------------------------------------
<S>                               <C>              <C>          <C>           <C>
Common Stock, $0.001 par value    300,000 shares     $0.31       $93,000        $25.00
==========================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
    registration fee pursuant to Rule 457(c).


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

<PAGE>

                                     PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


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



                                       I-1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

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

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

     (ii)  The 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.

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

     Item 4.   Description of Securities.

               Not applicable.

     Item 5.   Interests of Named Experts and Counsel.

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

               As of November 30, 1999, Mr. Dab beneficially owned 14,500
shares of Common Stock and had outstanding options to purchase 205,000 shares
of Common Stock at an exercise price of $0.75 per share.

     Item 6.   Indemnification of Directors and Officers.

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


                                      II-1

<PAGE>

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
         contendre or its equivalent, docs not, of itself, create a
         presumption that the person did not act in good faith and in a
         manner which he reasonably believed to be in or not opposed to the
         best interests of the corporation, and that, with respect to any
         criminal action or proceeding, he had reasonable cause to believe
         that his conduct was unlawful.

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


                                       II-2

<PAGE>

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

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

         (a)  By the stockholders;

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

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

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

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

                                       II-3

<PAGE>

         stockholders or disinterested directors or otherwise, for either an
         action in his official capacity or an action in another capacity
         while holding his office, except that indemnification, unless
         ordered by a court pursuant to subsection 2 or for the advancement
         of expenses made pursuant to subsection 5, may not be made to or on
         behalf of any director or officer if a final adjudication
         establishes that his acts or omissions involved intentional
         misconduct, fraud or a knowing violation of the law and was material
         to the cause of action.

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

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

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

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


                                        II-4

<PAGE>

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

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

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

     Item 7.  Exemption From Registration Claimed.

              Not applicable.

     Item 8.  Exhibits.

EXHIBIT NUMBERS

      5.1            Opinion of John M. Dab.

     10.1            Consulting Agreement between Barbara Matalon and the
                     Registrant dated November 11, 1999.

     10.2            Agreement between Michael Alexander and the Registrant
                     dated October 28, 1999.

     10.3            Agreement between Kent E. Lovelace, Jr. and John H. Martin
                     and the Registrant entered into as of January 11, 1998.

     10.5            Letter Agreement dated November 12, 1999 between New
                     Concept Mining Inc., a wholly-owned subsidiary of the
                     Registrant, and Loeb Aron & Company Ltd.

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

     24.2            Consent of Corbin & Wertz.

     24.3            Consent of Arthur Andersen LLP.


                                        II-5

<PAGE>

     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.

              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-6

<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 1st day of December, 1999.

                                          AMERICAN TECHNOLOGIES GROUP, INC.

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

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

<TABLE>
<S>                            <C>                                      <C>
/s/ Lawrence J. Brady              Chairman of the Board,               December 1, 1999
-------------------------         Chief Executive Officer
  Lawrence J. Brady

     /s/ Yan Lin                Acting Chief Financial Officer          December 1, 1999
-------------------------      Acting Chief Accounting Officer
       Yan Lin

-------------------------                   Director
     William Odom

   /s/ Shui-Yin Lo                 Director and Director of             December 1, 1999
-------------------------          Research and Development
     Shui-Yin Lo

-------------------------                   Director
  Lawrence Pressler

  /s/ Charles McCarthy                      Director                    December 1, 1999
-------------------------
    Charles McCarthy

   /s/ Alan Brooks                          Director                    December 1, 1999
-------------------------
      Alan Brooks

  /s/ James Hennen                          Director                    December 1, 1999
-------------------------
     James Hennen

  /s/ Lawrence Schad                        Director                    December 1, 1999
-------------------------
      Lawrence Schad
</TABLE>


                                       II-7

<PAGE>

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number
--------
<S>        <C>
  5.1      Opinion of John M. Dab.

 10.1      Consulting Agreement between Barbara Matalon and the
           Registrant dated November 11, 1999.

 10.2      Agreement between Michael Alexander and the Registrant
           dated October 28, 1999.

 10.3      Agreement between Kent E. Lovelace, Jr. and John H. Martin
           and the Registrant entered into as of January 11, 1998.

 10.4      Letter Agreement dated November 12, 1999 between New
           Concept Mining Inc., a wholly-owned subsidiary of the
           Registrant, and Loeb Aron & Company Ltd.

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

 24.2      Consent of Corbin & Wertz.

 24.3      Consent of Arthur Andersen LLP.
</TABLE>


                                     II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24050}]
{"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": "333-92121", "film-number": "99768944"}, "business-address": {"street1": "1017 S MOUNTAIN AVE", "city": "MONROVIA", "state": "CA", "zip": "91016", "phone": "6263575000"}, "mail-address": {"street1": "425 EAST HUNTINGTON DR", "city": "MONROVIA", "state": "CA", "zip": "91016"}}
As filed with the Securities and Exchange Commission on December 3, 1999
                                                 Registration No. 33- _________
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20559
                             ---------------------
                                   Form S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                             ---------------------

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

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

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

                              CONSULTING AGREEMENTS
                            (Full Title of the Plans)

                                Lawrence J. Brady
                             Chief Executive Officer
                        American Technologies Group, Inc.
                           1017 South Mountain Avenue
                           Monrovia, California 91016
                                 (626) 357-5000
                     (Name, Address, and Telephone Number,
                   Including Area Code, of Agent for Service)

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

     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box.  [X]
CALCULATION OF REGISTRATION FEE
==========================================================================================
                                                   Proposed     Proposed
                                                   Maximum       Maximum
                                                   Offering     Aggregate      Amount of
Title of Securities                Amount to be    Price per     Offering     Registration
 to be Registered                   Registered     Share(1)      Price(1)         Fee
------------------------------------------------------------------------------------------
Common Stock, $0.001 par value    300,000 shares     $0.31       $93,000        $25.00
==========================================================================================
(1) Estimated solely for the purpose of computing the amount of the
    registration fee pursuant to Rule 457(c).

===============================================================================
PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

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

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

     (ii)  The 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.

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

     Item 4.   Description of Securities.

               Not applicable.

     Item 5.   Interests of Named Experts and Counsel.

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

               As of November 30, 1999, Mr. Dab beneficially owned 14,500
shares of Common Stock and had outstanding options to purchase 205,000 shares
of Common Stock at an exercise price of $0.75 per share.

     Item 6.   Indemnification of Directors and Officers.

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

                                      II-1
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
         contendre or its equivalent, docs not, of itself, create a
         presumption that the person did not act in good faith and in a
         manner which he reasonably believed to be in or not opposed to the
         best interests of the corporation, and that, with respect to any
         criminal action or proceeding, he had reasonable cause to believe
         that his conduct was unlawful.

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

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

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

         (a)  By the stockholders;

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

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

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

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

                                       II-3
stockholders or disinterested directors or otherwise, for either an
         action in his official capacity or an action in another capacity
         while holding his office, except that indemnification, unless
         ordered by a court pursuant to subsection 2 or for the advancement
         of expenses made pursuant to subsection 5, may not be made to or on
         behalf of any director or officer if a final adjudication
         establishes that his acts or omissions involved intentional
         misconduct, fraud or a knowing violation of the law and was material
         to the cause of action.

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

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

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

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

                                        II-4
corporation.  The provisions of this subsection do not affect any rights
     to advancement of expenses to which corporate personnel other than
     directors or officers may be entitled under any contract or otherwise by
     law.

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

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

     Item 7.  Exemption From Registration Claimed.

              Not applicable.

     Item 8.  Exhibits.

EXHIBIT NUMBERS

      5.1            Opinion of John M. Dab.

     10.1            Consulting Agreement between Barbara Matalon and the
                     Registrant dated November 11, 1999.

     10.2            Agreement between Michael Alexander and the Registrant
                     dated October 28, 1999.

     10.3            Agreement between Kent E. Lovelace, Jr. and John H. Martin
                     and the Registrant entered into as of January 11, 1998.

     10.5            Letter Agreement dated November 12, 1999 between New
                     Concept Mining Inc., a wholly-owned subsidiary of the
                     Registrant, and Loeb Aron & Company Ltd.

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

     24.2            Consent of Corbin & Wertz.

     24.3            Consent of Arthur Andersen LLP.

                                        II-5
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.

              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-6
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 1st day of December, 1999.

                                          AMERICAN TECHNOLOGIES GROUP, INC.

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

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Lawrence J. Brady              Chairman of the Board,               December 1, 1999
-------------------------         Chief Executive Officer
  Lawrence J. Brady

     /s/ Yan Lin                Acting Chief Financial Officer          December 1, 1999
-------------------------      Acting Chief Accounting Officer
       Yan Lin

-------------------------                   Director
     William Odom

   /s/ Shui-Yin Lo                 Director and Director of             December 1, 1999
-------------------------          Research and Development
     Shui-Yin Lo

-------------------------                   Director
  Lawrence Pressler

  /s/ Charles McCarthy                      Director                    December 1, 1999
-------------------------
    Charles McCarthy

   /s/ Alan Brooks                          Director                    December 1, 1999
-------------------------
      Alan Brooks

  /s/ James Hennen                          Director                    December 1, 1999
-------------------------
     James Hennen

  /s/ Lawrence Schad                        Director                    December 1, 1999
-------------------------
      Lawrence Schad
II-7
EXHIBIT INDEX
Exhibit
Number
--------
5.1      Opinion of John M. Dab.

 10.1      Consulting Agreement between Barbara Matalon and the
           Registrant dated November 11, 1999.

 10.2      Agreement between Michael Alexander and the Registrant
           dated October 28, 1999.

 10.3      Agreement between Kent E. Lovelace, Jr. and John H. Martin
           and the Registrant entered into as of January 11, 1998.

 10.4      Letter Agreement dated November 12, 1999 between New
           Concept Mining Inc., a wholly-owned subsidiary of the
           Registrant, and Loeb Aron & Company Ltd.

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

 24.2      Consent of Corbin & Wertz.

 24.3      Consent of Arthur Andersen LLP.
II-8