Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                      ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                      ----------

                       AMERICAN LOCKER GROUP INCORPORATED
             (Exact name of registrant as specified in its charter)

            DELAWARE                                      16-0338330
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

             608 ALLEN STREET
             JAMESTOWN, NEW YORK                          14702-1000
 (Address of principal executive offices)                 (Zip Code)


                       AMERICAN LOCKER GROUP INCORPORATED
                            1988 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               MR. ROY J. GLOSSER
                      PRESIDENT AND CHIEF OPERATING OFFICER
                       AMERICAN LOCKER GROUP INCORPORATED
                                608 ALLEN STREET
                         JAMESTOWN, NEW YORK, 14702-1000
                     (Name and address of agent for service)

                                    (716) 664-9600
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>       <C>              <C>           <C>             <C>            <C>    
================================================================================
    TITLE OF                           PROPOSED       PROPOSED       AMOUNT OF
   SECURITIES         AMOUNT TO BE     MAXIMUM         MAXIMUM     REGISTRATION
TO BE REGISTERED       REGISTERED   OFFERING PRICE    AGGREGATE       FEE(1)
                                      PER SHARE    OFFERING PRICE
--------------------------------------------------------------------------------
COMMON STOCK, PAR       19,000         $2.875        $54,625.00        $70.00
VALUE  $1.00
--------------------------------------------------------------------------------
COMMON STOCK, PAR        3,250          4.25         $13,812.50
VALUE  $1.00
--------------------------------------------------------------------------------
COMMON STOCK, PAR       15,000         11.25        $168,750.00
VALUE  $1.00
================================================================================
</TABLE>

      (1) Based on the exercise  price of the options in respect of which shares
may be issued in accordance with Rule 457(h).
--------------------------------------------------------------------------------
<PAGE>
                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the "Securities  Act"), or the Securities  Exchange Act of
    1934, as amended (the "Exchange  Act"),  are  incorporated by reference into
    this  Registration  Statement:  (i) the  Registrant's  Annual Report on Form
    10-KSB for the year ended December 31, 1997, and (ii) the description of the
    Registrant's Common Stock contained in the Registration Statement on Form 10
    dated  March 1964 filed by  Rockwell  Manufacturing  Co. The  capital  stock
    consists  of  1,000,000  shares  of  preferred  stock,  none  of  which  was
    outstanding on May 1, 1998, and 4,000,000  shares of common stock (par value
    $1.00 per share) of which 604,693 shares were outstanding on May 1, 1998.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document which  constitutes part of the prospectus  relating to the American
    Locker Group Incorporated 1988 Stock Incentive Plan (the "Plan") meeting the
    requirements of Section 10(a) of the Securities Act.


    ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
    registered under Section 12 of the Exchange Act.


    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.


    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section  102(b)(7) of the Delaware  General  Corporation  Law (the "DGCL")
    permits a Delaware  corporation,  in its  certificate of  incorporation,  to
    limit or eliminate,  subject to certain statutory limitations, the liability
    of a director to the corporation or its  stockholders  for monetary  damages
    for breach of fiduciary duty, except for liability (i) for any breach of the
    director's duty of loyalty to the corporation or its stockholders,  (ii) for
    acts or omissions not in good faith or which involve intentional  misconduct
    or a knowing  violation of law, (iii) under Section 174 of the DGCL, or (iv)
    for any  transaction  from which the director  derived an improper  personal
    benefit.  Article TWELFTH of the  Registrant's  Certificate of Incorporation
    provides that no director of the  Registrant  shall be personally  liable to
    the  Registrant  or  its  stockholders  in  accordance  with  the  foregoing
    provisions of Section 102(b)(7).

      Under  Section 145 of the DGCL,  a Delaware  corporation  has the power to
    indemnify directors and officers under certain prescribed circumstances and,
    subject  to  certain  limitations,   against  certain  costs  and  expenses,
    including  attorneys' fees,  actually and reasonably  incurred in connection
    with any action, suit or proceeding, whether civil, criminal, administrative
    or  investigative,  to which any of them is a party by reason of his being a
    director or officer of the  corporation if it is determined that he acted in
    accordance  with  the  applicable  standard  of  conduct  set  forth in such
    statutory  provision.  Article  TWELFTH of the  Registrant's  Certificate of
    Incorporation  provides that the Registrant will  indemnify,  to the fullest
    extent now or hereafter  permitted by law,  each  director or officer of the
    Registrant who was or is made 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, by reason of the fact that
    he is or was an authorized  representative  of the  Registrant,  against all

                                     II - 1

<PAGE>

    expenses  (including  attorneys' fees and disbursements),  judgments,  fines
    (including  excise  taxes and  penalties)  and  amounts  paid in  settlement
    actually and reasonably incurred by him in connection with such action, suit
    or proceeding.


    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Inapplicable.


    ITEM 8. EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
    part of this Registration Statement:

    EXHIBIT NO.             DESCRIPTION
    -----------             -----------

      4.1         Certificate  of   Incorporation   of  American   Locker  Group
                  Incorporated  (incorporated by reference to Exhibit 3.1 to the
                  Registrant's  Report on Form 10-K for the year ending December
                  31, 1980, Exhibit to Form 10-C filed by Registration on May 6,
                  1985 and  Exhibit 3.3 to  Registrant's  Form 10-K for the year
                  ending December 31, 1987.


      4.2         Bylaws of American Locker Group Incorporated  (incorporated by
                  reference  to  Exhibit to the  Registrant's  Form 10-K for the
                  year  ending   December  31,  1985  and  Exhibit  3.5  to  the
                  Registrant's  Report on 10-K for the year ending  December 31,
                  1991.


      5.1         Opinion of  Kirkpatrick  & Lockhart  LLP as to the legality of
                  the shares being registered.

      23.1              Consent of Ernst & Young LLP.

      23.3        Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
                  filed as Exhibit 5.1).

      24.1        Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement).












                                     II - 2
<PAGE>


      ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of sales are being
      made, a post-effective amendment to this Registration Statement:

                            (i)  To  include   any   prospectus   required  by
                  Section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                          (iii) 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;

            Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
            Exchange Act that are  incorporated by reference in the Registration
            Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities 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.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act 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 thereto.

                                    * * *

            (h) Insofar as  indemnification  for  liabilities  arising under the
      Securities  Act 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   Securities   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, 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 - 3

<PAGE>


                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
    certifies that it has reasonable grounds to believe that it meets all of the
    requirements  for  filing  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 Pittsburgh, Commonwealth of Pennsylvania, on this
    19th day of May, 1998.

                               AMERICAN LOCKER GROUP INCORPORATED


                               By:/S/ HAROLD J. Ruttenberg
                                  ---------------------------------
                                  Harold J. Ruttenberg
                                  Chairman, Chief Executive Officer, Treasurer
                                  and Principal Accounting Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
    below  constitutes  and  appoints  either  Harold J.  Ruttenberg  and Roy J.
    Glosser his or her true and lawful  attorneys-in-fact  and agents, with full
    power of substitution and  resubstitution,  for him or her and in his or her
    name,  place  and  stead,  in any and all  capacities,  to sign  any and all
    amendments  to this  Registration  Statement,  and to file the same with all
    exhibits thereto, and other documentation in connection therewith,  with the
    Securities and Exchange Commission, granting unto said attorneys-in-fact and
    agents full power and  authority  to do and  perform  each and every act and
    thing requisite and necessary to be done in and about the premises, as fully
    to all intents and purposes as he or she might or could do in person, hereby
    ratifying and  confirming  all that said  attorneys-in-fact  and agents,  or
    their  substitute  or  substitutes,  may  lawfully do or cause to be done by
    virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
    Statement  and the  foregoing  Power of  Attorney  have  been  signed by the
    following persons in the capacities and on the date(s) indicated:

     SIGNATURE                   CAPACITY                     DATE
     ---------                   --------                     ----

                            Chairman, Chief Executive       May 19, 1998
/S/ HAROLD J. RUTTENBERG    Officer, Treasurer and
------------------------    Principal Accounting Officer
    Harold J. Ruttenberg
                            President, Chief Operating      May 19, 1998
/S/ ROY J. GLOSSER          Officer and Director
------------------------
    Roy J. Glosser
                                                            May 19, 1998
/S/ ALAN H. FINEGOLD        Director                       
------------------------
    Alan H. Finegold
                                                            May 19, 1998
/S/ THOMAS LYNCH            Director
------------------------
    Thomas Lynch, IV
                                                            May 19, 1998
/S/ JAMES  E. RUTTENBERG    Director
------------------------
    James E. Ruttenberg
                                                            May 19, 1998
/S/ EDWARD F. RUTTENBERG    Director
------------------------
    Edward F. Ruttenberg
                                                            May 19, 1998
/S/ JEFFREY C. SWOVELAND    Director
------------------------
    Jeffrey C. Swoveland

                                     II -4

<PAGE>





     SIGNATURE                   CAPACITY                     DATE
     ---------                   --------                     ----


------------------------    Director                        May __, 1998
    Donald I Dussing, Jr.


















                                     II - 5
<PAGE>



                                  EXHIBIT INDEX

    EXHIBIT NO.               DESCRIPTION                SEQUENTIAL PAGE NUMBER
    -----------               -----------                ----------------------

      4.1         Certificate     of     Incorporation
                  of     American     Locker     Group
                  Incorporated     (incorporated    by
                  reference  to  Exhibit  3.1  to  the
                  Registrant  Report  on Form 10-K for
                  the year ending  December  31, 1980,
                  Exhibit   to  Form  10-C   filed  by
                  Registrant  on  May  6,  1985,   and
                  Exhibit  3.3  to  Registrant's  Form
                  10-K  for the year  ending  December
                  31, 1987).

      4.2         Bylaws     of    American     Locker
                  Group Incorporated  (incorporated by
                  reference    to   Exhibit   to   the
                  Registrant's  Form 10-K for the year
                  ending   December   31,   1985   and
                  Exhibit  3.5  to  the   Registrant's
                  Report  on 10-K for the year  ending
                  December 31, 1991).

      5.1         Opinion of  Kirkpatrick  & Lockhart 
                  LLP  as  to  the  legality  of  the
                  shares being registered.

      23.1        Consent of Ernst & Young LLP.

      23.3        Consent of Kirkpatrick & Lockhart LLP
                  (included   in  the  Opinion filed as
                  Exhibit 5.1).

      24.1        Power of  Attorney  (set forth on the
                  signature  page of  this Registration
                  Statement).







                                     II - 6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19239}]
{"company-data": {"conformed-name": "AMERICAN LOCKER GROUP INC", "cik": "0000008855", "assigned-sic": "2540", "irs-number": "160338330", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55695", "film-number": "98640342"}, "business-address": {"street1": "608 ALLEN STREET", "city": "JAMESTOWN", "state": "NY", "zip": "14701", "phone": "7166649600"}, "mail-address": {"street1": "608 ALLEN STREET", "city": "JAMESTOWN", "state": "NY", "zip": "14701"}, "former-company": {"former-conformed-name": "AVM CORP", "date-changed": "19850520"}}
Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                      ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                      ----------

                       AMERICAN LOCKER GROUP INCORPORATED
             (Exact name of registrant as specified in its charter)

            DELAWARE                                      16-0338330
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

             608 ALLEN STREET
             JAMESTOWN, NEW YORK                          14702-1000
 (Address of principal executive offices)                 (Zip Code)

                       AMERICAN LOCKER GROUP INCORPORATED
                            1988 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               MR. ROY J. GLOSSER
                      PRESIDENT AND CHIEF OPERATING OFFICER
                       AMERICAN LOCKER GROUP INCORPORATED
                                608 ALLEN STREET
                         JAMESTOWN, NEW YORK, 14702-1000
                     (Name and address of agent for service)

                                    (716) 664-9600
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
    TITLE OF                           PROPOSED       PROPOSED       AMOUNT OF
   SECURITIES         AMOUNT TO BE     MAXIMUM         MAXIMUM     REGISTRATION
TO BE REGISTERED       REGISTERED   OFFERING PRICE    AGGREGATE       FEE(1)
                                      PER SHARE    OFFERING PRICE
--------------------------------------------------------------------------------
COMMON STOCK, PAR       19,000         $2.875        $54,625.00        $70.00
VALUE  $1.00
--------------------------------------------------------------------------------
COMMON STOCK, PAR        3,250          4.25         $13,812.50
VALUE  $1.00
--------------------------------------------------------------------------------
COMMON STOCK, PAR       15,000         11.25        $168,750.00
VALUE  $1.00
================================================================================
(1) Based on the exercise  price of the options in respect of which shares
may be issued in accordance with Rule 457(h).
--------------------------------------------------------------------------------
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the "Securities  Act"), or the Securities  Exchange Act of
    1934, as amended (the "Exchange  Act"),  are  incorporated by reference into
    this  Registration  Statement:  (i) the  Registrant's  Annual Report on Form
    10-KSB for the year ended December 31, 1997, and (ii) the description of the
    Registrant's Common Stock contained in the Registration Statement on Form 10
    dated  March 1964 filed by  Rockwell  Manufacturing  Co. The  capital  stock
    consists  of  1,000,000  shares  of  preferred  stock,  none  of  which  was
    outstanding on May 1, 1998, and 4,000,000  shares of common stock (par value
    $1.00 per share) of which 604,693 shares were outstanding on May 1, 1998.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document which  constitutes part of the prospectus  relating to the American
    Locker Group Incorporated 1988 Stock Incentive Plan (the "Plan") meeting the
    requirements of Section 10(a) of the Securities Act.

    ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
    registered under Section 12 of the Exchange Act.

    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section  102(b)(7) of the Delaware  General  Corporation  Law (the "DGCL")
    permits a Delaware  corporation,  in its  certificate of  incorporation,  to
    limit or eliminate,  subject to certain statutory limitations, the liability
    of a director to the corporation or its  stockholders  for monetary  damages
    for breach of fiduciary duty, except for liability (i) for any breach of the
    director's duty of loyalty to the corporation or its stockholders,  (ii) for
    acts or omissions not in good faith or which involve intentional  misconduct
    or a knowing  violation of law, (iii) under Section 174 of the DGCL, or (iv)
    for any  transaction  from which the director  derived an improper  personal
    benefit.  Article TWELFTH of the  Registrant's  Certificate of Incorporation
    provides that no director of the  Registrant  shall be personally  liable to
    the  Registrant  or  its  stockholders  in  accordance  with  the  foregoing
    provisions of Section 102(b)(7).

      Under  Section 145 of the DGCL,  a Delaware  corporation  has the power to
    indemnify directors and officers under certain prescribed circumstances and,
    subject  to  certain  limitations,   against  certain  costs  and  expenses,
    including  attorneys' fees,  actually and reasonably  incurred in connection
    with any action, suit or proceeding, whether civil, criminal, administrative
    or  investigative,  to which any of them is a party by reason of his being a
    director or officer of the  corporation if it is determined that he acted in
    accordance  with  the  applicable  standard  of  conduct  set  forth in such
    statutory  provision.  Article  TWELFTH of the  Registrant's  Certificate of
    Incorporation  provides that the Registrant will  indemnify,  to the fullest
    extent now or hereafter  permitted by law,  each  director or officer of the
    Registrant who was or is made 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, by reason of the fact that
    he is or was an authorized  representative  of the  Registrant,  against all

                                     II - 1
expenses  (including  attorneys' fees and disbursements),  judgments,  fines
    (including  excise  taxes and  penalties)  and  amounts  paid in  settlement
    actually and reasonably incurred by him in connection with such action, suit
    or proceeding.

    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Inapplicable.

    ITEM 8. EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
    part of this Registration Statement:

    EXHIBIT NO.             DESCRIPTION
    -----------             -----------

      4.1         Certificate  of   Incorporation   of  American   Locker  Group
                  Incorporated  (incorporated by reference to Exhibit 3.1 to the
                  Registrant's  Report on Form 10-K for the year ending December
                  31, 1980, Exhibit to Form 10-C filed by Registration on May 6,
                  1985 and  Exhibit 3.3 to  Registrant's  Form 10-K for the year
                  ending December 31, 1987.

      4.2         Bylaws of American Locker Group Incorporated  (incorporated by
                  reference  to  Exhibit to the  Registrant's  Form 10-K for the
                  year  ending   December  31,  1985  and  Exhibit  3.5  to  the
                  Registrant's  Report on 10-K for the year ending  December 31,
                  1991.

      5.1         Opinion of  Kirkpatrick  & Lockhart  LLP as to the legality of
                  the shares being registered.

      23.1              Consent of Ernst & Young LLP.

      23.3        Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
                  filed as Exhibit 5.1).

      24.1        Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement).

                                     II - 2
ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of sales are being
      made, a post-effective amendment to this Registration Statement:

                            (i)  To  include   any   prospectus   required  by
                  Section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                          (iii) 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;

            Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by those paragraphs is contained in periodic reports filed
            by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
            Exchange Act that are  incorporated by reference in the Registration
            Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities 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.

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act 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 thereto.

                                    * * *

            (h) Insofar as  indemnification  for  liabilities  arising under the
      Securities  Act 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   Securities   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, 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 - 3
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
    certifies that it has reasonable grounds to believe that it meets all of the
    requirements  for  filing  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 Pittsburgh, Commonwealth of Pennsylvania, on this
    19th day of May, 1998.

                               AMERICAN LOCKER GROUP INCORPORATED

                               By:/S/ HAROLD J. Ruttenberg
                                  ---------------------------------
                                  Harold J. Ruttenberg
                                  Chairman, Chief Executive Officer, Treasurer
                                  and Principal Accounting Officer

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
    below  constitutes  and  appoints  either  Harold J.  Ruttenberg  and Roy J.
    Glosser his or her true and lawful  attorneys-in-fact  and agents, with full
    power of substitution and  resubstitution,  for him or her and in his or her
    name,  place  and  stead,  in any and all  capacities,  to sign  any and all
    amendments  to this  Registration  Statement,  and to file the same with all
    exhibits thereto, and other documentation in connection therewith,  with the
    Securities and Exchange Commission, granting unto said attorneys-in-fact and
    agents full power and  authority  to do and  perform  each and every act and
    thing requisite and necessary to be done in and about the premises, as fully
    to all intents and purposes as he or she might or could do in person, hereby
    ratifying and  confirming  all that said  attorneys-in-fact  and agents,  or
    their  substitute  or  substitutes,  may  lawfully do or cause to be done by
    virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
    Statement  and the  foregoing  Power of  Attorney  have  been  signed by the
    following persons in the capacities and on the date(s) indicated:

     SIGNATURE                   CAPACITY                     DATE
     ---------                   --------                     ----

                            Chairman, Chief Executive       May 19, 1998
/S/ HAROLD J. RUTTENBERG    Officer, Treasurer and
------------------------    Principal Accounting Officer
    Harold J. Ruttenberg
                            President, Chief Operating      May 19, 1998
/S/ ROY J. GLOSSER          Officer and Director
------------------------
    Roy J. Glosser
                                                            May 19, 1998
/S/ ALAN H. FINEGOLD        Director                       
------------------------
    Alan H. Finegold
                                                            May 19, 1998
/S/ THOMAS LYNCH            Director
------------------------
    Thomas Lynch, IV
                                                            May 19, 1998
/S/ JAMES  E. RUTTENBERG    Director
------------------------
    James E. Ruttenberg
                                                            May 19, 1998
/S/ EDWARD F. RUTTENBERG    Director
------------------------
    Edward F. Ruttenberg
                                                            May 19, 1998
/S/ JEFFREY C. SWOVELAND    Director
------------------------
    Jeffrey C. Swoveland

                                     II -4
SIGNATURE                   CAPACITY                     DATE
     ---------                   --------                     ----

------------------------    Director                        May __, 1998
    Donald I Dussing, Jr.

                                     II - 5
EXHIBIT INDEX

    EXHIBIT NO.               DESCRIPTION                SEQUENTIAL PAGE NUMBER
    -----------               -----------                ----------------------

      4.1         Certificate     of     Incorporation
                  of     American     Locker     Group
                  Incorporated     (incorporated    by
                  reference  to  Exhibit  3.1  to  the
                  Registrant  Report  on Form 10-K for
                  the year ending  December  31, 1980,
                  Exhibit   to  Form  10-C   filed  by
                  Registrant  on  May  6,  1985,   and
                  Exhibit  3.3  to  Registrant's  Form
                  10-K  for the year  ending  December
                  31, 1987).

      4.2         Bylaws     of    American     Locker
                  Group Incorporated  (incorporated by
                  reference    to   Exhibit   to   the
                  Registrant's  Form 10-K for the year
                  ending   December   31,   1985   and
                  Exhibit  3.5  to  the   Registrant's
                  Report  on 10-K for the year  ending
                  December 31, 1991).

      5.1         Opinion of  Kirkpatrick  & Lockhart 
                  LLP  as  to  the  legality  of  the
                  shares being registered.

      23.1        Consent of Ernst & Young LLP.

      23.3        Consent of Kirkpatrick & Lockhart LLP
                  (included   in  the  Opinion filed as
                  Exhibit 5.1).

      24.1        Power of  Attorney  (set forth on the
                  signature  page of  this Registration
                  Statement).

                                     II - 6