<PAGE>

        As filed with the Securities and Exchange Commission on April 18, 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)
                                           
                           EMPLOYMENT/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 par   65,000         $5.00       $325,000     $100
         value             shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c).


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


<PAGE>

                                      PROSPECTUS

                                    65,000 Shares
                                     Common Stock



                          AMERICAN TECHNOLOGIES GROUP, INC.



                         EMPLOYMENT AND CONSULTANT AGREEMENTS

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


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 65,000 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 (i) a
management and financial consulting firm, (ii) an individual  and (iii) a
financial public relations firm (individually, an "Employee/Consultant" and
collectively, "Employees/Consultants").

    Employees/Consultants who are affiliates ("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
Employees/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 April 18, 1997.


<PAGE>

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

                                  TABLE OF CONTENTS


                                                                   Page
                                                                    ----

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

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


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



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


                                          2


<PAGE>

                                     INTRODUCTION
                                           

    This Prospectus relates to 65,000 shares of Common Stock of the Company
issuable under the Agreements.  A Registration Statement on Form S-8 with
respect to such shares of Common Stock has been filed with the Securities and
Exchange Commission concurrently herewith.  This Prospectus, which forms a part
of such Registration Statement, sets forth information concerning the Agreements
and the Company and is being distributed to participating Employees/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

    Three separate contracts constitute the Agreements under which the
Company's Common Stock is to be issued pursuant to this Prospectus: (i) a
Consulting Agreement dated as of March 14, 1997, by and between the Company and
Pacific Trade & Development Corp. ("Pacific"), (the "Pacific Agreement"); (ii)
an Employment Agreement dated March 1, 1997, by and between the Company and
Lawrence J. Brady ("Brady"), (the "Brady Agreement") and (iii) a Stock Option
Agreement dated as of August 1, 1995, by and between the Company and High Growth
Capital Group ("High Growth"), (the "High Growth Agreement").

    PACIFIC AGREEMENT.  The Pacific Agreement provides for the issuance of an
aggregate of 200,000 shares of the Company's Common Stock to Pacific for
marketing and financial consulting including general corporate guidance to be
provided to the Company; only 20,000 of these shares are covered by this
Prospectus.

    BRADY AGREEMENT.  The Brady Agreement provides for the issuance of 20,000
shares of Common Stock to Brady as further consideration for the commitments and
obligations of Brady under the Brady Agreement.

    HIGH GROWTH AGREEMENT.  The High Growth Agreement was entered into in
connection with a concurrently executed consulting agreement and provides for
the issuance to High Growth of an option to purchase up to 25,000 shares of the
Company's Common Stock at an exercise price of $1.33 per share (the "Option").

    TERMINATION OF AGREEMENTS.  The Pacific Agreement terminates on March 15,
1998.  The Brady Agreement has no definite term and may be terminated by the
Company or Brady at any time.  The Option granted under the High Growth
Agreement expires July 31, 1997.

    ADMINISTRATION OF THE AGREEMENT.  The Pacific Agreement and the High Growth
Agreement are administered by the Chief Executive Officer and President of the
Company.  The Brady Agreement


                                          3


<PAGE>

is administered by the Chief Executive Officer and Vice-Chairman of the
Company's Board of Directors.  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.  Employees/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   Employment Agreement between the Company 
    and Lawrence J. Brady dated March 1, 1997.
    
    10.2   Consulting Agreement between the Company 
    and Pacific Trade & Development Corp. dated March 14, 1997.
    
    10.3   Stock Option Agreement dated as of August 1, 1995, 
    by and between the Company and High Growth Capital Group.
    
    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 17th day of April, 1997.

                                  AMERICAN TECHNOLOGIES GROUP, INC.


                                  By:/s/ John 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 Collins        Chairman of the Board,                April 17, 1997
----------------        Chief Executive Officer
JOHN R. COLLINS         and Treasurer (Principal)
                        Financial and Accounting
                        Officer)


/s/ Shui-Yin Lo         Director of Research and              April 17, 1997
---------------         Development and a Director
SHUI YIN LO

/s/ David Gann          Director of Marketing                 April 17, 1997
--------------          and a Director
DAVID GANN

/s/ Hugo Pomrehn        Vice Chairman of the Board            April 17, 1997
----------------
HUGO POMREHN            


/s/ Lawrence J. Brady   President and a Director              April 17, 1997
---------------------
LAWRENCE J. BRADY       



                                         II-9

<PAGE>

                                    EXHIBIT INDEX
                                           
                                                                           Page
Exhibit                                                                    ----
Number 
------

 5.1  Opinion of John M. Dab.

10.1  Employment Agreement between the Company and 
    Lawrence J. Brady dated March 1, 1997. 

10.2  Consulting Agreement between the Company and Pacific
    Trade & Development Corp. dated March 14, 1997.

10.3  Stock Option Agreement dated as of August 1, 1995, by 
    and between the Company and High Growth Capital Group

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

24.2  Consent of Arthur Andersen LLP.





                                        II-10
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 32216}]
{"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": "333-25405", "film-number": "97583298"}, "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 April 18, 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)
                                           
                           EMPLOYMENT/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 par   65,000         $5.00       $325,000     $100
         value             shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c).

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROSPECTUS

                                    65,000 Shares
                                     Common Stock

                          AMERICAN TECHNOLOGIES GROUP, INC.

                         EMPLOYMENT AND CONSULTANT AGREEMENTS

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

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 65,000 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 (i) a
management and financial consulting firm, (ii) an individual  and (iii) a
financial public relations firm (individually, an "Employee/Consultant" and
collectively, "Employees/Consultants").

    Employees/Consultants who are affiliates ("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
Employees/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 April 18, 1997.
The Company hereby undertakes to provide to each person to whom this
Prospectus is delivered, without charge, upon written or oral request of such
person, a copy of any and all documents required to be delivered pursuant to
Rule 428(b) under the Securities Act and a copy of any or all of the other
documents that have been incorporated by reference in the Registration Statement
on Form S-8, covering the shares of Common Stock under the Consulting
Agreements, filed with the Securities and Exchange Commission concurrently
herewith.  Those documents are herein incorporated by reference and may be
obtained by contacting James Nicastro, Vice President, Administration, American
Technologies Group, Inc., 1017 South Mountain Avenue, Monrovia, California
91016, telephone number (818) 357-5000.

                                  TABLE OF CONTENTS

                                                                   Page
                                                                    ----

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

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

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

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

                                          2
INTRODUCTION
                                           

    This Prospectus relates to 65,000 shares of Common Stock of the Company
issuable under the Agreements.  A Registration Statement on Form S-8 with
respect to such shares of Common Stock has been filed with the Securities and
Exchange Commission concurrently herewith.  This Prospectus, which forms a part
of such Registration Statement, sets forth information concerning the Agreements
and the Company and is being distributed to participating Employees/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

    Three separate contracts constitute the Agreements under which the
Company's Common Stock is to be issued pursuant to this Prospectus: (i) a
Consulting Agreement dated as of March 14, 1997, by and between the Company and
Pacific Trade & Development Corp. ("Pacific"), (the "Pacific Agreement"); (ii)
an Employment Agreement dated March 1, 1997, by and between the Company and
Lawrence J. Brady ("Brady"), (the "Brady Agreement") and (iii) a Stock Option
Agreement dated as of August 1, 1995, by and between the Company and High Growth
Capital Group ("High Growth"), (the "High Growth Agreement").

    PACIFIC AGREEMENT.  The Pacific Agreement provides for the issuance of an
aggregate of 200,000 shares of the Company's Common Stock to Pacific for
marketing and financial consulting including general corporate guidance to be
provided to the Company; only 20,000 of these shares are covered by this
Prospectus.

    BRADY AGREEMENT.  The Brady Agreement provides for the issuance of 20,000
shares of Common Stock to Brady as further consideration for the commitments and
obligations of Brady under the Brady Agreement.

    HIGH GROWTH AGREEMENT.  The High Growth Agreement was entered into in
connection with a concurrently executed consulting agreement and provides for
the issuance to High Growth of an option to purchase up to 25,000 shares of the
Company's Common Stock at an exercise price of $1.33 per share (the "Option").

    TERMINATION OF AGREEMENTS.  The Pacific Agreement terminates on March 15,
1998.  The Brady Agreement has no definite term and may be terminated by the
Company or Brady at any time.  The Option granted under the High Growth
Agreement expires July 31, 1997.

    ADMINISTRATION OF THE AGREEMENT.  The Pacific Agreement and the High Growth
Agreement are administered by the Chief Executive Officer and President of the
Company.  The Brady Agreement

                                          3
is administered by the Chief Executive Officer and Vice-Chairman of the
Company's Board of Directors.  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.  Employees/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   Employment Agreement between the Company 
    and Lawrence J. Brady dated March 1, 1997.
    
    10.2   Consulting Agreement between the Company 
    and Pacific Trade & Development Corp. dated March 14, 1997.
    
    10.3   Stock Option Agreement dated as of August 1, 1995, 
    by and between the Company and High Growth Capital Group.
    
    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 17th day of April, 1997.

                                  AMERICAN TECHNOLOGIES GROUP, INC.

                                  By:/s/ John 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 Collins        Chairman of the Board,                April 17, 1997
----------------        Chief Executive Officer
JOHN R. COLLINS         and Treasurer (Principal)
                        Financial and Accounting
                        Officer)

/s/ Shui-Yin Lo         Director of Research and              April 17, 1997
---------------         Development and a Director
SHUI YIN LO

/s/ David Gann          Director of Marketing                 April 17, 1997
--------------          and a Director
DAVID GANN

/s/ Hugo Pomrehn        Vice Chairman of the Board            April 17, 1997
----------------
HUGO POMREHN            

/s/ Lawrence J. Brady   President and a Director              April 17, 1997
---------------------
LAWRENCE J. BRADY       

                                         II-9
EXHIBIT INDEX
                                           
                                                                           Page
Exhibit                                                                    ----
Number 
------

 5.1  Opinion of John M. Dab.

10.1  Employment Agreement between the Company and 
    Lawrence J. Brady dated March 1, 1997. 

10.2  Consulting Agreement between the Company and Pacific
    Trade & Development Corp. dated March 14, 1997.

10.3  Stock Option Agreement dated as of August 1, 1995, by 
    and between the Company and High Growth Capital Group

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

24.2  Consent of Arthur Andersen LLP.

                                        II-10