<PAGE>

     As filed with the Securities and Exchange Commission on July 11, 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
                                         Offering    Aggregate    Amount of
Title of Securities to     Amount to      Price       Offering   Registration
   be Registered               be          per        Price(1)       Fee
                           Registered    Share(1)                        
----------------------     ----------    --------    ---------   --------------
Common Stock, $.001          56,667       $4.00      $226,668        $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


                                  56,667 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 56,667 shares of Common Stock of American 
Technologies Group, Inc., a Nevada corporation (the "Company"), subject to 
agreements (the "Agreements") entered into by and between the Company and two 
consulting firms (individually, a "Consultant" and collectively, 
"Consultants").

   Consultants who are affiliates 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 Agreements.  Any other 
Consultants, however, may from time to time sell, without restrictions, 
shares of Common Stock received pursuant to such Agreements.  

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

                  The date of this Prospectus is July 11, 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 
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 56,667 shares of Common Stock of the Company 
issuable under the Agreements.  A Registration Statement on Form S-8 (the 
"Registration Statement") 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 Agreements and the Company 
and is being distributed to participating Consultants 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 AGREEMENTS

DESCRIPTION OF THE AGREEMENTS

   Two separate contracts constitute the Agreements under which the Company's 
Common Stock is to be issued pursuant to this Prospectus: (i) a Consultant 
Warrant Agreement dated December 2, 1996 by and between the Company and 
C.C.R.I. Corporation, a Colorado corporation ("CCRI"), (the "CCRI Warrant 
Agreement"); and (ii) a Consulting Agreement dated as of May 20, 1997 by and 
between the Company and BWN Oil Investments, Inc., a Nevada corporation 
("BWN"), (the "BWN Agreement").

   CCRI WARRANT AGREEMENT.  The CCRI Warrant Agreement grants CCRI the right 
to purchase up to 160,000 shares of the Company's Common Stock at $2.12 per 
share upon the occurrence of certain events in consideration of CCRI 
providing investor relations and development services to the Company pursuant 
to a Consulting Agreement dated December 2, 1996 by and between the Company 
and C.C.R.I (the "CCRI Services Agreement," the CCRI Services Agreement and 
the CCRI Warrant Agreement are hereinafter referred to together as the "CCRI 
Agreements").  Such services include the preparation of a corporate profile, 
promoting the Company to the investment community and assistance with public 
relations.  Of the 160,000 shares of Common Stock covered by the CCRI Warrant 
Agreement, 80,000 shares have vested, 40,000 of which are covered by the 
Registration Statement of which this Prospectus forms a part.

   BWN AGREEMENT.  The BWN Agreement provides for the issuance of 20,000 
shares of the Company's Common Stock to BWN in exchange for BWN locating 
potential products and companies for ATG to acquire and providing other 
services to the Company. Of these shares, 3,333 shares will not be issued as
payment for the costs related to the preparation and filing of the 
Registration Statement and other sums due the Company by an affiliate of BWN.

   TERMINATION OF AGREEMENTS.  The CCRI Agreements terminates on December 2, 
2001. The BWN Agreement terminates on May 20, 1998


                                       3

<PAGE>

   ADMINISTRATION OF THE AGREEMENTS.  The Agreements are administered by the 
Chief Executive Officer and the 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.

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
            C.C.R.I. Corporation, dated December 2, 1996.

     10.2   Consultant Warrant Agreement between the Company and
            C.C.R.I. Corporation, dated December 2, 1996.

     10.3   Consulting Agreement between the Company and
            BWN Oil Investments, Inc., dated May 20, 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) 

                                       II-7

<PAGE>

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-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 10th day of July, 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,          July 10, 1997
----------------------    Chief Executive Officer
JOHN R. COLLINS           and Treasurer (Principal)
                          Financial and Accounting
                          Officer)


/s/SHUI YIN LO            Director of Research and        July 10, 1997
----------------------    Development and a Director
SHUI YIN LO 


/s/DAVID GANN             Director of Marketing           July 10, 1997
----------------------    and a Director
DAVID GANN 


/s/HUGO POMREHN           Vice Chairman of the Board      July 10, 1997
----------------------
HUGO POMREHN


/s/LAWRENCE J. BRADY      President and a Director        July 10, 1997
----------------------
LAWRENCE J. BRADY


                                       II-9

<PAGE>

                                    EXHIBIT INDEX


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

  5.1     Opinion of John M. Dab.

 10.1     Consulting Agreement between the Company and
          C.C.R.I. Corporation, dated December 2, 1996.

 10.2     Consultant Warrant Agreement between the Company
          and C.C.R.I. Corporation, dated December 2, 1996.

 10.3     Consulting Agreement between the Company and
          BWN Oil Investments, Inc., dated May 20, 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": "FORM S-8", "secsgml_size_bytes": 31639}]
{"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": "333-31157", "film-number": "97639727"}, "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 July 11, 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
                                         Offering    Aggregate    Amount of
Title of Securities to     Amount to      Price       Offering   Registration
   be Registered               be          per        Price(1)       Fee
                           Registered    Share(1)                        
----------------------     ----------    --------    ---------   --------------
Common Stock, $.001          56,667       $4.00      $226,668        $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

                                  56,667 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 56,667 shares of Common Stock of American 
Technologies Group, Inc., a Nevada corporation (the "Company"), subject to 
agreements (the "Agreements") entered into by and between the Company and two 
consulting firms (individually, a "Consultant" and collectively, 
"Consultants").

   Consultants who are affiliates 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 Agreements.  Any other 
Consultants, however, may from time to time sell, without restrictions, 
shares of Common Stock received pursuant to such Agreements.  

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

                  The date of this Prospectus is July 11, 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 
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 56,667 shares of Common Stock of the Company 
issuable under the Agreements.  A Registration Statement on Form S-8 (the 
"Registration Statement") 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 Agreements and the Company 
and is being distributed to participating Consultants 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 AGREEMENTS

DESCRIPTION OF THE AGREEMENTS

   Two separate contracts constitute the Agreements under which the Company's 
Common Stock is to be issued pursuant to this Prospectus: (i) a Consultant 
Warrant Agreement dated December 2, 1996 by and between the Company and 
C.C.R.I. Corporation, a Colorado corporation ("CCRI"), (the "CCRI Warrant 
Agreement"); and (ii) a Consulting Agreement dated as of May 20, 1997 by and 
between the Company and BWN Oil Investments, Inc., a Nevada corporation 
("BWN"), (the "BWN Agreement").

   CCRI WARRANT AGREEMENT.  The CCRI Warrant Agreement grants CCRI the right 
to purchase up to 160,000 shares of the Company's Common Stock at $2.12 per 
share upon the occurrence of certain events in consideration of CCRI 
providing investor relations and development services to the Company pursuant 
to a Consulting Agreement dated December 2, 1996 by and between the Company 
and C.C.R.I (the "CCRI Services Agreement," the CCRI Services Agreement and 
the CCRI Warrant Agreement are hereinafter referred to together as the "CCRI 
Agreements").  Such services include the preparation of a corporate profile, 
promoting the Company to the investment community and assistance with public 
relations.  Of the 160,000 shares of Common Stock covered by the CCRI Warrant 
Agreement, 80,000 shares have vested, 40,000 of which are covered by the 
Registration Statement of which this Prospectus forms a part.

   BWN AGREEMENT.  The BWN Agreement provides for the issuance of 20,000 
shares of the Company's Common Stock to BWN in exchange for BWN locating 
potential products and companies for ATG to acquire and providing other 
services to the Company. Of these shares, 3,333 shares will not be issued as
payment for the costs related to the preparation and filing of the 
Registration Statement and other sums due the Company by an affiliate of BWN.

   TERMINATION OF AGREEMENTS.  The CCRI Agreements terminates on December 2, 
2001. The BWN Agreement terminates on May 20, 1998

                                       3
ADMINISTRATION OF THE AGREEMENTS.  The Agreements are administered by the 
Chief Executive Officer and the 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.

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
            C.C.R.I. Corporation, dated December 2, 1996.

     10.2   Consultant Warrant Agreement between the Company and
            C.C.R.I. Corporation, dated December 2, 1996.

     10.3   Consulting Agreement between the Company and
            BWN Oil Investments, Inc., dated May 20, 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) 

                                       II-7
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-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 10th day of July, 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,          July 10, 1997
----------------------    Chief Executive Officer
JOHN R. COLLINS           and Treasurer (Principal)
                          Financial and Accounting
                          Officer)

/s/SHUI YIN LO            Director of Research and        July 10, 1997
----------------------    Development and a Director
SHUI YIN LO 

/s/DAVID GANN             Director of Marketing           July 10, 1997
----------------------    and a Director
DAVID GANN 

/s/HUGO POMREHN           Vice Chairman of the Board      July 10, 1997
----------------------
HUGO POMREHN

/s/LAWRENCE J. BRADY      President and a Director        July 10, 1997
----------------------
LAWRENCE J. BRADY

                                       II-9
EXHIBIT INDEX

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

  5.1     Opinion of John M. Dab.

 10.1     Consulting Agreement between the Company and
          C.C.R.I. Corporation, dated December 2, 1996.

 10.2     Consultant Warrant Agreement between the Company
          and C.C.R.I. Corporation, dated December 2, 1996.

 10.3     Consulting Agreement between the Company and
          BWN Oil Investments, Inc., dated May 20, 1997.

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

 24.2     Consent of Arthur Andersen LLP.

                                       II-10