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 Identification No.)
incorporation or organization)

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

                       AMERICAN LOCKER GROUP INCORPORATED
                            1999 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               MR. ROY J. GLOSSER
                PRESIDENT, CHIEF OPERATING OFFICER AND TREASURER
                       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>
<CAPTION>
<S>          <C>                          <C>                 <C>                   <C>                  <C>

====================================== ==================== ===================== ====================== =====================
              TITLE OF                                        PROPOSED MAXIMUM      PROPOSED MAXIMUM          AMOUNT OF
             SECURITIES                   AMOUNT TO BE         OFFERING PRICE           AGGREGATE            REGISTRATION
          TO BE REGISTERED                 REGISTERED            PER SHARE           OFFERING PRICE              FEE
-------------------------------------- -------------------- --------------------- ---------------------- ---------------------
COMMON STOCK, PAR VALUE $1.00                10,000              $8.875(1)               $88,750               $337.88

COMMON STOCK, PAR VALUE $1.00                57,000               $6.50(1)              $370,500

COMMON STOCK, PAR VALUE $1.00                10,000               $7.25(1)               $72,500

COMMON STOCK, PAR VALUE $1.00                73,000              $11.23(2)              $819,790
====================================== ==================== ===================== ====================== =====================

</TABLE>

<PAGE>


         (1) Based on the  exercise  price of the  options  in  respect of which
shares may be issued in accordance with Rule 457(h).

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(c).  The fee is  calculated on the basis of the average
of the high and low prices for the  Registrant's  Common  Stock  reported on the
NASDAQ on April 15, 2002.

<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-K for the
year ended  December  31, 2001,  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.

     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  1999  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.


                                     II - 1
<PAGE>

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 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  ended
                    December   31,   1980,   Exhibit   to  Form  10-C  filed  by
                    Registration  on May 6, 1985,  Exhibit  3.3 to  Registrant's
                    Form 10-K for the year ended  December  31, 1987 and Exhibit
                    3.5 to  the  Registrant's  Form  10-K  for  the  year  ended
                    December 31, 1999.)

  4.2               Bylaws of American Locker Group  Incorporated  (incorporated
                    by  reference to Exhibit to the  Registrant's  Form 10-K for
                    the  year  ended  December  31,  1985,  Exhibit  3.5  to the
                    Registrant's  Report on 10-K for the year ended December 31,
                    1991,  Exhibit 3.6 to the  Registrant's  Form 10-KSB for the
                    year  ended  December  31,  1998  and  Exhibit  3.8  to  the
                    Registrant's  Form  10-K for the  year  ended  December  31,
                    1999.)

 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 18th day of April,
2002.

                       AMERICAN LOCKER GROUP INCORPORATED


                            /s/EDWARD F. RUTTENBERG
                        ---------------------------------
                               Edward F. Ruttenberg
                        Chairman and Chief Executive Officer


                           /s/WAYNE L. NELSON
                       ----------------------------
                              Wayne L. Nelson
              Principal Accounting Officer and Assistant Secretary



     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  either Edward F. 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:
<TABLE>
<CAPTION>
<S>                                                 <C>                                            <C>

       SIGNATURE                                        CAPACITY                               DATE
       ---------                                        --------                               ----
                                              Chairman and Chief Executive Officer          April 18, 2002
/S/EDWARD F. RUTTENBERG                       (Principal Executive Officer) and Director
------------------------------------
Edward F. Ruttenberg
                                              President, Chief Operating Officer,           April 18, 2002
/S/ROY J. GLOSSER                             Treasurer and Director
------------------------------------
Roy J. Glosser
                                              Assistant Secretary                           April 18, 2002
/S/WAYNE NELSON                               (Principal Financial Officer)
------------------------------------
Wayne Nelson
                                                                                            April 18, 2002
/S/ALAN H. FINEGOLD                           Director
------------------------------------
Alan H. Finegold
                                                                                            April 18, 2002
/S/THOMAS LYNCH, IV                           Director
------------------------------------
Thomas Lynch, IV
                                                                                            April 18, 2002





                                     II - 4
<PAGE>



/S/JAMES E. RUTTENBERG                        Director
------------------------------------
James E. Ruttenberg
                                                                                            April 18, 2002
/S/JEFFREY C. SWOVELAND                       Director
------------------------------------
Jeffrey C. Swoveland
                                                                                            April 18, 2002
/S/DONALD I. DUSSING, JR.                     Director
------------------------------------
Donald I Dussing, Jr.


</TABLE>


                                     II - 5
<PAGE>



<TABLE>
<CAPTION>


                                  EXHIBIT INDEX
<S>                <C>                                                          <C>
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,  Exhibit  3.3 to  Registrant's  Form
                   10-K  for the  year  ending  December  31,
                   1987),    and    Exhibit    3.5   to   the
                   Registrant's  Form 10-K for the year ended
                   December 31, 1999.)

   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,
                   Exhibit 3.5 to the Registrant's  Report on
                   10-K  for the  year  ending  December  31,
                   1991),  Exhibit  3.6 to  the  Registrant's
                   Form    10-KSB    for   the   year   ended
                   December 31,  1998 and  Exhibit 3.8 to the
                   Registrant's  Form 10-K for the year ended
                   December 31, 1999.)

   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).


</TABLE>



                                     II - 6
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20268}]
{"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": "333-86494", "film-number": "02614244"}, "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 Identification No.)
incorporation or organization)

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

                       AMERICAN LOCKER GROUP INCORPORATED
                            1999 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               MR. ROY J. GLOSSER
                PRESIDENT, CHIEF OPERATING OFFICER AND TREASURER
                       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 MAXIMUM      PROPOSED MAXIMUM          AMOUNT OF
             SECURITIES                   AMOUNT TO BE         OFFERING PRICE           AGGREGATE            REGISTRATION
          TO BE REGISTERED                 REGISTERED            PER SHARE           OFFERING PRICE              FEE
-------------------------------------- -------------------- --------------------- ---------------------- ---------------------
COMMON STOCK, PAR VALUE $1.00                10,000              $8.875(1)               $88,750               $337.88

COMMON STOCK, PAR VALUE $1.00                57,000               $6.50(1)              $370,500

COMMON STOCK, PAR VALUE $1.00                10,000               $7.25(1)               $72,500

COMMON STOCK, PAR VALUE $1.00                73,000              $11.23(2)              $819,790
====================================== ==================== ===================== ====================== =====================
(1) Based on the  exercise  price of the  options  in  respect of which
shares may be issued in accordance with Rule 457(h).

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(c).  The fee is  calculated on the basis of the average
of the high and low prices for the  Registrant's  Common  Stock  reported on the
NASDAQ on April 15, 2002.
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-K for the
year ended  December  31, 2001,  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.

     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  1999  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.

                                     II - 1
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 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  ended
                    December   31,   1980,   Exhibit   to  Form  10-C  filed  by
                    Registration  on May 6, 1985,  Exhibit  3.3 to  Registrant's
                    Form 10-K for the year ended  December  31, 1987 and Exhibit
                    3.5 to  the  Registrant's  Form  10-K  for  the  year  ended
                    December 31, 1999.)

  4.2               Bylaws of American Locker Group  Incorporated  (incorporated
                    by  reference to Exhibit to the  Registrant's  Form 10-K for
                    the  year  ended  December  31,  1985,  Exhibit  3.5  to the
                    Registrant's  Report on 10-K for the year ended December 31,
                    1991,  Exhibit 3.6 to the  Registrant's  Form 10-KSB for the
                    year  ended  December  31,  1998  and  Exhibit  3.8  to  the
                    Registrant's  Form  10-K for the  year  ended  December  31,
                    1999.)

 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 18th day of April,
2002.

                       AMERICAN LOCKER GROUP INCORPORATED

                            /s/EDWARD F. RUTTENBERG
                        ---------------------------------
                               Edward F. Ruttenberg
                        Chairman and Chief Executive Officer

                           /s/WAYNE L. NELSON
                       ----------------------------
                              Wayne L. Nelson
              Principal Accounting Officer and Assistant Secretary

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  either Edward F. 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 and Chief Executive Officer          April 18, 2002
/S/EDWARD F. RUTTENBERG                       (Principal Executive Officer) and Director
------------------------------------
Edward F. Ruttenberg
                                              President, Chief Operating Officer,           April 18, 2002
/S/ROY J. GLOSSER                             Treasurer and Director
------------------------------------
Roy J. Glosser
                                              Assistant Secretary                           April 18, 2002
/S/WAYNE NELSON                               (Principal Financial Officer)
------------------------------------
Wayne Nelson
                                                                                            April 18, 2002
/S/ALAN H. FINEGOLD                           Director
------------------------------------
Alan H. Finegold
                                                                                            April 18, 2002
/S/THOMAS LYNCH, IV                           Director
------------------------------------
Thomas Lynch, IV
                                                                                            April 18, 2002

                                     II - 4
/S/JAMES E. RUTTENBERG                        Director
------------------------------------
James E. Ruttenberg
                                                                                            April 18, 2002
/S/JEFFREY C. SWOVELAND                       Director
------------------------------------
Jeffrey C. Swoveland
                                                                                            April 18, 2002
/S/DONALD I. DUSSING, JR.                     Director
------------------------------------
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,  Exhibit  3.3 to  Registrant's  Form
                   10-K  for the  year  ending  December  31,
                   1987),    and    Exhibit    3.5   to   the
                   Registrant's  Form 10-K for the year ended
                   December 31, 1999.)

   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,
                   Exhibit 3.5 to the Registrant's  Report on
                   10-K  for the  year  ending  December  31,
                   1991),  Exhibit  3.6 to  the  Registrant's
                   Form    10-KSB    for   the   year   ended
                   December 31,  1998 and  Exhibit 3.8 to the
                   Registrant's  Form 10-K for the year ended
                   December 31, 1999.)

   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