As filed with Securities and Exchange Commission on October 1, 2001
                                                  Registration No. _____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

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

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

                              3265 Lawson Boulevard
                            Oceanside, New York 11572
                                 (516) 536-5850

          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                             2000 STOCK OPTION PLAN
                                       OF
                          AMERICAN MEDICAL ALERT CORP.
                              (Full Title of Plan)


              Howard Siegel, President and Chief Executive Officer
                          American Medical Alert Corp.
                              3265 Lawson Boulevard
                            Oceanside, New York 11572
                     (Name and address of agent for service)

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

                                 with a copy to:

                              James Alterbaum, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6272

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
<PAGE>
<TABLE>
<CAPTION>
                                CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
 Title of each class of      Amount to be      Proposed Maximum    Proposed Maximum       Amount of
    Securities to be        Registered (1)    Offering Price per  Aggregate Offering  Registration Fee (4)
       Registered                                   Share                Price
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>   <C>           <C>                 <C>
Common Stock, par        100,000            $2.00 (2)           $  200,000            $50.00
value $.01 per share
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Common Stock, par        160,000            $2.75 (2)           $  440,000            $110.00
value $.01 per share
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Common Stock, par        990,000            $1.68 (3)           $1,663,200            $415.80
value $.01 per share
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
         TOTAL:          1,250,000                                                    $575.80
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1)  This registration statement covers shares of Common Stock of American
     Medical Alert Corp., which may be sold or offered pursuant to the 2000
     Stock Option Plan in accordance with Rule 416. This registration statement
     also relates to an indeterminate number of shares of Common Stock that may
     be issued pursuant to the Plan upon stock splits, stock dividends or
     similar transactions.
(2)  With respect to awards that have previously been issued under the 2000
     Stock Option Plan, the actual offering price has been used to compute the
     maximum offering price pursuant to Rule 457(h)(1) of the Securities Act of
     1933, as amended.
(3)  With respect to the shares of Common Stock that have not yet been awarded
     under the Stock Option Plan, for the purpose of calculating the
     registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as
     amended, the registration fee has been calculated on the basis of the
     average of the high and low prices per share of Common Stock as reported on
     the NASDAQ Stock Market on September 25, 2001.
(4)  Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
     offering price multiplied by .00025.


                                      -2-
<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed by American Medical Alert
Corp. (hereinafter, the "Company") with the Securities Exchange Commission
(hereinafter, the "Commission") pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (hereinafter, the "1934 Act") are incorporated herein by
reference:

         (a) The Company's Annual Report filed on Form 10-KSB for the fiscal
year ended December 31, 2001, as filed with the SEC on April 17, 2001, and as
amended by Form 10-KSB/A, as filed with the SEC on April 30, 2001;

         (b) The Company's Proxy Statement on Schedule 14A, as filed with the
SEC on July 26, 2001;

         (c) The Company's Quarterly Report filed on Form 10-QSB for the quarter
ended March 31, 2001, as filed with the SEC on May 15, 2001;

         (d) The Company's Quarterly Report filed on Form 10-QSB for the quarter
ended June 30, 2001, as filed with the SEC on August 14, 2001;

         (e) The Company's Current Report on Form 8-K dated (date of earliest
event reported) April 4, 2001 (as filed with the SEC on April 5, 2001;

         (f) The Company's Current Report on Form 8-K dated (date of earliest
event reported) June 7, 2001 (as filed with the SEC on June 8, 2001);

         (g) The Company's Current Report on Form 8-K dated (date of earliest
event reported) August 15, 2001 (as filed with the SEC on August 16, 2001);

         (h) The description of the Company's common stock, par value $0.01 per
share (hereinafter, the "Common Stock"), which is contained in the Company's
Registration Statement on Form 8-A for the registration of certain classes of
securities filed on December 8, 1983, including any amendments and reports filed
for the purpose of updating such descriptions.

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

                                      -3-
<PAGE>

subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement, except as indicated herein.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

         "Except as may otherwise be specifically provided in this Certificate
         of Incorporation, no provision of this Certificate of Incorporation is
         intended by the corporation to be construed as limiting, prohibiting,
         denying or abrogating any of the general or specific

                                      -4-
<PAGE>

         powers or rights conferred under the Business Corporation Law upon the
         corporation, upon its shareholders, bondholders, and security holders,
         and upon its directors, officers, and other corporate personnel,
         including, in particular, the power of the corporation to furnish
         indemnification to directors and officers in the capacities defined and
         prescribed by the Business Corporation Law and the defined and
         prescribed rights of said persons to indemnification as the same are
         conferred by the Business Corporation Law."

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

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

         (d) In August, 2001 the Company entered into Indemnification Agreements
with each of its directors and officers (each an "Indemnitee"). Pursuant to the
Indemnification Agreements, the Company agreed to indemnify the Indemnitee if
the Indemnitee 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, and including one by or in the right
of the Company or by or in the right or any other entity in which the Indemnitee
served at the request of the Company (each an "Action") by reason of the fact
that the Indemnitee (or the Indemnitee's testator or intestate) is or was a
director or officer of the Company or any direct or indirect subsidiary of the
Company, or served another entity in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with such Action. The Indemnitee
shall be entitled to indemnification only to the extent that (i) with respect to
any and all Actions, the Indemnitee acted in good faith, for a purpose which the
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company or a subsidiary of the Company, and (ii) with respect to any
criminal Action, the Indemnitee did not have reasonable cause to believe that
the Indemnitee's conduct was unlawful. In case of an action by or in the right
of the Company or by or in the right of any other entity in which Indemnitee
served as an officer or director, no indemnification shall be made in respect of
(i) any threatened or pending Action which is settled or otherwise disposed of,
or (ii) any Action as to which the Indemnitee shall have been adjudged to be
liable to the Company or a subsidiary of the Company, unless and only to the
extent that the court in which such Action was brought shall determine upon
application that, in view of all the circumstances of the Action, the Indemnitee
is fairly and reasonably entitled to indemnity for such portion of the
settlement amount and expenses which such court shall deem proper.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.


                                      -5-
<PAGE>

ITEM 8.  EXHIBITS.

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

3.01(i)*         Certificate of Incorporation of the Company, as filed with the
                 Secretary of State of the State of New York on January 14,
                 1981.

3.01(ii)*        Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on August 12, 1981.

3.01(iii)*       Certificate of Correction of the Certificate of Amendment of
                 the Certificate of Incorporation of the Company, as filed with
                 the Secretary of State of the State of New York on December 1,
                 1983.

3.01(iv)*        Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on July 2, 1997.

3.01(v)*         Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on June 30, 2000.

3.02             Amended and Restated By-Laws of the Company. (Incorporated
                 herein by reference to Exhibit 4(b) of the Company's
                 Registration Statement on Form S-3, filed with the Commission
                 on June 17, 1996).

4.01             2000 Stock Option Plan of American Medical Alert Corp.,
                 effective as of June 28, 2000. (Incorporated herein by
                 reference on Exhibit A of the Company's Definitive Proxy
                 Statement, filed with the Commission and dated June 1, 2000).

5.01*            Opinion of Jenkens & Gilchrist Parker Chapin LLP, counsel to
                 the Company, as to the legality of the Common Stock being
                 offered.

23.1*            Consent of Margolin, Winer and Evens LLP, auditors to the
                 Company.

23.2*            Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
                 Exhibit 5.01).

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

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


                                       -6-
<PAGE>

ITEM 9.           UNDERTAKINGS.

         The Company 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 this registration statement or any material change to such
information in the registration statement;

                  (2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 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 Company 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 Company 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 1933 Act
and will be governed by the final adjudication of such issue.


                                      -7-
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the 1933 Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Nassau, State of New York, on the 1st day of
October, 2001.

                                        AMERICAN MEDICAL ALERT CORP.

                                        By: /s/ Howard M. Siegel
                                           -------------------------------------
                                           Howard M. Siegel
                                           President and Chief Executive Officer

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

                  Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the 1st day of October, 2001 indicated.


/s/ Howard M. Siegel
---------------------                    Chairman of the Board and Chief
Howard M. Siegel                         Executive Officer


/s/ Ronald Levin
---------------------
Ronald Levin                             Director


/s/ Theodore Simon
---------------------
Theodore Simon                           Director


/s/
---------------------
James F. LaPolla                         Director


/s/ Frederic S. Siegel
---------------------
Frederic S. Siegel                       Director


                                      -8-
<PAGE>

/s/ Yacov Shamash
---------------------
Yacov Shamash                            Director


/s/ Richard Rallo
---------------------
Richard Rallo                            Controller



                                      -9-
<PAGE>


                                 EXHIBIT INDEX

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

3.01(i)*         Certificate of Incorporation of the Company, as filed with the
                 Secretary of State of the State of New York on January 14,
                 1981.

3.01(ii)*        Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on August 12, 1981.

3.01(iii)*       Certificate of Correction of the Certificate of Amendment of
                 the Certificate of Incorporation of the Company, as filed with
                 the Secretary of State of the State of New York on December 1,
                 1983.

3.01(iv)*        Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on July 2, 1997.

3.01(v)*         Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on June 30, 2000.

3.02             Amended and Restated By-Laws of the Company. (Incorporated
                 herein by reference to Exhibit 4(b) of the Company's
                 Registration Statement on Form S-3, filed with the Commission
                 on June 17, 1996).

4.01             2000 Stock Option Plan of American Medical Alert Corp.,
                 effective as of June 28, 2000. (Incorporated herein by
                 reference on Exhibit A of the Company's Definitive Proxy
                 Statement, filed with the Commission and dated June 1, 2000).

5.01*            Opinion of Jenkens & Gilchrist Parker Chapin LLP, counsel to
                 the Company, as to the legality of the Common Stock being
                 offered.

23.1*            Consent of Margolin, Winer and Evens LLP, auditors to the
                 Company.

23.2*            Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
                 Exhibit 5.01).

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

---------------------
  *    Filed herewith.
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{"company-data": {"conformed-name": "AMERICAN MEDICAL ALERT CORP", "cik": "0000700721", "assigned-sic": "7380", "irs-number": "112571221", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70626", "film-number": "1749991"}, "business-address": {"street1": "3265 LAWSON BLVD", "city": "OCEANSIDE", "state": "NY", "zip": "11572", "phone": "5165365850"}, "mail-address": {"street1": "3265 LAWSON BLVD", "city": "OCEANSIDE", "state": "NY", "zip": "11572"}}
As filed with Securities and Exchange Commission on October 1, 2001
                                                  Registration No. _____________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             REGISTRATION STATEMENT
                                   ON FORM S-8
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

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

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

                              3265 Lawson Boulevard
                            Oceanside, New York 11572
                                 (516) 536-5850

          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                             2000 STOCK OPTION PLAN
                                       OF
                          AMERICAN MEDICAL ALERT CORP.
                              (Full Title of Plan)

              Howard Siegel, President and Chief Executive Officer
                          American Medical Alert Corp.
                              3265 Lawson Boulevard
                            Oceanside, New York 11572
                     (Name and address of agent for service)

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

                                 with a copy to:

                              James Alterbaum, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6272

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
 Title of each class of      Amount to be      Proposed Maximum    Proposed Maximum       Amount of
    Securities to be        Registered (1)    Offering Price per  Aggregate Offering  Registration Fee (4)
       Registered                                   Share                Price
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Common Stock, par        100,000            $2.00 (2)           $  200,000            $50.00
value $.01 per share
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Common Stock, par        160,000            $2.75 (2)           $  440,000            $110.00
value $.01 per share
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Common Stock, par        990,000            $1.68 (3)           $1,663,200            $415.80
value $.01 per share
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
         TOTAL:          1,250,000                                                    $575.80
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
(1)  This registration statement covers shares of Common Stock of American
     Medical Alert Corp., which may be sold or offered pursuant to the 2000
     Stock Option Plan in accordance with Rule 416. This registration statement
     also relates to an indeterminate number of shares of Common Stock that may
     be issued pursuant to the Plan upon stock splits, stock dividends or
     similar transactions.
(2)  With respect to awards that have previously been issued under the 2000
     Stock Option Plan, the actual offering price has been used to compute the
     maximum offering price pursuant to Rule 457(h)(1) of the Securities Act of
     1933, as amended.
(3)  With respect to the shares of Common Stock that have not yet been awarded
     under the Stock Option Plan, for the purpose of calculating the
     registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as
     amended, the registration fee has been calculated on the basis of the
     average of the high and low prices per share of Common Stock as reported on
     the NASDAQ Stock Market on September 25, 2001.
(4)  Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
     offering price multiplied by .00025.

                                      -2-
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed by American Medical Alert
Corp. (hereinafter, the "Company") with the Securities Exchange Commission
(hereinafter, the "Commission") pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (hereinafter, the "1934 Act") are incorporated herein by
reference:

         (a) The Company's Annual Report filed on Form 10-KSB for the fiscal
year ended December 31, 2001, as filed with the SEC on April 17, 2001, and as
amended by Form 10-KSB/A, as filed with the SEC on April 30, 2001;

         (b) The Company's Proxy Statement on Schedule 14A, as filed with the
SEC on July 26, 2001;

         (c) The Company's Quarterly Report filed on Form 10-QSB for the quarter
ended March 31, 2001, as filed with the SEC on May 15, 2001;

         (d) The Company's Quarterly Report filed on Form 10-QSB for the quarter
ended June 30, 2001, as filed with the SEC on August 14, 2001;

         (e) The Company's Current Report on Form 8-K dated (date of earliest
event reported) April 4, 2001 (as filed with the SEC on April 5, 2001;

         (f) The Company's Current Report on Form 8-K dated (date of earliest
event reported) June 7, 2001 (as filed with the SEC on June 8, 2001);

         (g) The Company's Current Report on Form 8-K dated (date of earliest
event reported) August 15, 2001 (as filed with the SEC on August 16, 2001);

         (h) The description of the Company's common stock, par value $0.01 per
share (hereinafter, the "Common Stock"), which is contained in the Company's
Registration Statement on Form 8-A for the registration of certain classes of
securities filed on December 8, 1983, including any amendments and reports filed
for the purpose of updating such descriptions.

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

                                      -3-
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement, except as indicated herein.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

         "Except as may otherwise be specifically provided in this Certificate
         of Incorporation, no provision of this Certificate of Incorporation is
         intended by the corporation to be construed as limiting, prohibiting,
         denying or abrogating any of the general or specific

                                      -4-
powers or rights conferred under the Business Corporation Law upon the
         corporation, upon its shareholders, bondholders, and security holders,
         and upon its directors, officers, and other corporate personnel,
         including, in particular, the power of the corporation to furnish
         indemnification to directors and officers in the capacities defined and
         prescribed by the Business Corporation Law and the defined and
         prescribed rights of said persons to indemnification as the same are
         conferred by the Business Corporation Law."

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

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

         (d) In August, 2001 the Company entered into Indemnification Agreements
with each of its directors and officers (each an "Indemnitee"). Pursuant to the
Indemnification Agreements, the Company agreed to indemnify the Indemnitee if
the Indemnitee 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, and including one by or in the right
of the Company or by or in the right or any other entity in which the Indemnitee
served at the request of the Company (each an "Action") by reason of the fact
that the Indemnitee (or the Indemnitee's testator or intestate) is or was a
director or officer of the Company or any direct or indirect subsidiary of the
Company, or served another entity in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees,
actually and necessarily incurred in connection with such Action. The Indemnitee
shall be entitled to indemnification only to the extent that (i) with respect to
any and all Actions, the Indemnitee acted in good faith, for a purpose which the
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company or a subsidiary of the Company, and (ii) with respect to any
criminal Action, the Indemnitee did not have reasonable cause to believe that
the Indemnitee's conduct was unlawful. In case of an action by or in the right
of the Company or by or in the right of any other entity in which Indemnitee
served as an officer or director, no indemnification shall be made in respect of
(i) any threatened or pending Action which is settled or otherwise disposed of,
or (ii) any Action as to which the Indemnitee shall have been adjudged to be
liable to the Company or a subsidiary of the Company, unless and only to the
extent that the court in which such Action was brought shall determine upon
application that, in view of all the circumstances of the Action, the Indemnitee
is fairly and reasonably entitled to indemnity for such portion of the
settlement amount and expenses which such court shall deem proper.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

                                      -5-
ITEM 8.  EXHIBITS.

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

3.01(i)*         Certificate of Incorporation of the Company, as filed with the
                 Secretary of State of the State of New York on January 14,
                 1981.

3.01(ii)*        Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on August 12, 1981.

3.01(iii)*       Certificate of Correction of the Certificate of Amendment of
                 the Certificate of Incorporation of the Company, as filed with
                 the Secretary of State of the State of New York on December 1,
                 1983.

3.01(iv)*        Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on July 2, 1997.

3.01(v)*         Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on June 30, 2000.

3.02             Amended and Restated By-Laws of the Company. (Incorporated
                 herein by reference to Exhibit 4(b) of the Company's
                 Registration Statement on Form S-3, filed with the Commission
                 on June 17, 1996).

4.01             2000 Stock Option Plan of American Medical Alert Corp.,
                 effective as of June 28, 2000. (Incorporated herein by
                 reference on Exhibit A of the Company's Definitive Proxy
                 Statement, filed with the Commission and dated June 1, 2000).

5.01*            Opinion of Jenkens & Gilchrist Parker Chapin LLP, counsel to
                 the Company, as to the legality of the Common Stock being
                 offered.

23.1*            Consent of Margolin, Winer and Evens LLP, auditors to the
                 Company.

23.2*            Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
                 Exhibit 5.01).

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

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

                                       -6-
ITEM 9.           UNDERTAKINGS.

         The Company 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 this registration statement or any material change to such
information in the registration statement;

                  (2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 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 Company 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 Company 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 1933 Act
and will be governed by the final adjudication of such issue.

                                      -7-
SIGNATURES

                  Pursuant to the requirements of the 1933 Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Nassau, State of New York, on the 1st day of
October, 2001.

                                        AMERICAN MEDICAL ALERT CORP.

                                        By: /s/ Howard M. Siegel
                                           -------------------------------------
                                           Howard M. Siegel
                                           President and Chief Executive Officer

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

                  Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the 1st day of October, 2001 indicated.

/s/ Howard M. Siegel
---------------------                    Chairman of the Board and Chief
Howard M. Siegel                         Executive Officer

/s/ Ronald Levin
---------------------
Ronald Levin                             Director

/s/ Theodore Simon
---------------------
Theodore Simon                           Director

/s/
---------------------
James F. LaPolla                         Director

/s/ Frederic S. Siegel
---------------------
Frederic S. Siegel                       Director

                                      -8-
/s/ Yacov Shamash
---------------------
Yacov Shamash                            Director

/s/ Richard Rallo
---------------------
Richard Rallo                            Controller

                                      -9-
EXHIBIT INDEX

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

3.01(i)*         Certificate of Incorporation of the Company, as filed with the
                 Secretary of State of the State of New York on January 14,
                 1981.

3.01(ii)*        Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on August 12, 1981.

3.01(iii)*       Certificate of Correction of the Certificate of Amendment of
                 the Certificate of Incorporation of the Company, as filed with
                 the Secretary of State of the State of New York on December 1,
                 1983.

3.01(iv)*        Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on July 2, 1997.

3.01(v)*         Certificate of Amendment of the Certificate of Incorporation of
                 the Company, as filed with the Secretary of State of the State
                 of New York on June 30, 2000.

3.02             Amended and Restated By-Laws of the Company. (Incorporated
                 herein by reference to Exhibit 4(b) of the Company's
                 Registration Statement on Form S-3, filed with the Commission
                 on June 17, 1996).

4.01             2000 Stock Option Plan of American Medical Alert Corp.,
                 effective as of June 28, 2000. (Incorporated herein by
                 reference on Exhibit A of the Company's Definitive Proxy
                 Statement, filed with the Commission and dated June 1, 2000).

5.01*            Opinion of Jenkens & Gilchrist Parker Chapin LLP, counsel to
                 the Company, as to the legality of the Common Stock being
                 offered.

23.1*            Consent of Margolin, Winer and Evens LLP, auditors to the
                 Company.

23.2*            Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
                 Exhibit 5.01).

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

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