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                                     EXHIBIT 4.4

    NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF
    HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
    COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE
    SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES ARE RESTRICTED AND MAY
    NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT IN ACCORDANCE WITH
    REGULATION S UNDER THE ACT, OR AS PERMITTED UNDER THE ACT PURSUANT TO
    REGISTRATION OR EXEMPTION THEREFROM.

No.                                                              US $
   ----                                                              -------
                                     FORM OF
                          AMERICAN TECHNOLOGIES GROUP, INC.
                   7.5% CONVERTIBLE DEBENTURE DUE OCTOBER 15, 1999

    THIS DEBENTURE is one of a duly authorized issue of $_________ in
Debentures of American Technologies Group, Inc., a corporation duly organized
and existing under the laws of the State of Nevada (the "Company") designated as
its 7.5% Convertible Debenture Due October 15, 1999.

    FOR VALUE RECEIVED, the Company promises to pay to _________, the
registered holder hereof (the "Holder"), the principal sum of Three Million and
00/100 (US $3,000,000) Dollars on October 15, 1999 (the "Maturity Date") and to
pay interest on the principal sum outstanding from time to time in arrears on
the Maturity Date or if earlier, on each Conversion Date (as hereinafter
defined) at the rate of 7.5% per annum accruing from the date of initial
issuance.  Accrual of interest shall commence on the first such business day to
occur after the date hereof until payment in full of the principal sum has been
made or duly provided for.  Subject to the provisions of Section 4 below, the
principal of, and interest on, this Debenture are payable at the option of the
Company, in shares of Common Stock of the Company or in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts, at the address last appearing on the
Debenture Register of the Company as designated in writing by the Holder from
time to time.  The Company will pay the principal of and interest upon this
Debenture on the Maturity Date, less any amounts required by law to be deducted,
to the registered holder of this Debenture as of the tenth day prior to the
Maturity Date and addressed to such holder as the last address appearing on the
Debenture Register.  The forwarding of such check shall constitute a payment of
interest hereunder and shall satisfy and discharge the liability for principal
and interest on this Debenture to the extent of the sum represented by such
check plus any amounts so deducted.

    This Debenture is subject to the following additional provisions:

    1.   The Debentures are issuable in denominations of Ten Thousand Dollars
(US $10,000) and integral multiples thereof.  The Debentures are exchangeable
for an equal aggregate principal amount of Debentures of different authorized
denominations, as requested by the Holders surrendering the same.  No service
charge will be made for such registration or transfer


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or exchange.

    2.   The Company shall be entitled to withhold from all payments of
principal of, and interest on, this Debenture any amounts required to be
withheld under the applicable provisions of the United States income tax laws or
other applicable laws at the time of such payments, and Holder shall execute and
deliver all required documentation in connection therewith.

    3.   This Debenture has been issued subject to investment representations
of the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"), and other
applicable state and foreign securities laws.  In the event of any proposed
transfer of this Debenture, the Company may require, prior to issuance of a new
Debenture in the name of such other person, that it receive reasonable transfer
documentation including opinions that the issuance of the Debenture in such
other name does not and will not cause a violation of the Act or any applicable
state or foreign securities laws.  Prior to due presentment for transfer of this
Debenture, the Company and any agent of the Company may treat the person in
whose name this Debenture is duly registered on the Company's Debenture Register
as the owner hereof for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Debenture be overdue, and neither
the Company nor any such agent shall be affected by notice to the contrary.

    4.   The Holder of this Debenture is entitled, at its option, to convert at
any time (a) one-third (1/3rd) of the principal amount of the Debenture
commencing forty-five (45) days after the closing of sale of the debenture (the
"Closing"); (b) one-third (1/3rd) commencing seventy-five (75) days after the
closing of the Debenture; and (c) the remaining one-third (1/3rd) commencing one
hundred five (105) days after the closing of the Debenture, provided that the
principal amount is at least US $10,000 (unless if at the time of such election
to convert the aggregate principal amount of all Debentures registered to the
Holder is less that Ten Thousand Dollars (US $10,000), then the whole amount
thereof) into shares of Common Stock of the Company at a conversion price for
each share of Common Stock (the "Conversion Price") equal to the lesser of (a)
100% of the Market Price (as defined below) on the Closing, or (b) 75% the
Market Price on the Conversion Date.  Anything herein to the contrary
notwithstanding, the Holder shall be deemed to have given a notice of conversion
on the Maturity Date with respect to all outstanding Debentures, to which a
notice of conversion is not then in effect as of the Maturity Date (a "Maturity
Date Conversion").  For purposes of this Section 4, the "Market Price" shall be
the average closing bid price of the Common Stock on the five (5) trading days
immediately preceding the Closing or the Conversion Date (as defined below), as
may be applicable, as reported by the National Association of Securities
Dealers, or the closing bid price on the over-the-counter market on such date
or, in the event the Common Stock is listed on a stock exchange, the Market
Price shall be the  closing price on the exchange on such date, as reported in
the Wall Street Journal.  Conversion shall be effectuated by surrendering the
Debentures to be converted to the Company with the form of conversion notice
attached hereto as Exhibit A, executed by the Holder of the Debenture evidencing
such Holder's intention to convert this Debenture or a specified portion (as
above provided) hereof, and accompanied, if required by the Company, by proper
assignment hereof in blank.  Interest accrued or accruing from the date of
issuance to the date of conversion shall, at the option of the Company, be paid
in


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cash or Common Stock upon conversion.  No fraction of Shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded to the nearest whole share.  The date on which
notice of conversion is given (the "Conversion Date") shall be deemed to be (i)
the date on which the Holder has delivered this Debenture, with the conversion
notice duly executed, to the Company or, if earlier, the date set forth in such
notice of conversion if the Debenture is received by the Company within three
(3) business days therefrom, or (ii) with respect to a Maturity Date Conversion,
the Maturity Date.  Facsimile delivery of the conversion notice shall be
accepted by the Company at telephone number (818) 357-4464.  Certificates
representing Common Stock upon conversion will be delivered within three (3)
business days from the date the notice of conversion is delivered to the
Company.

    5.   No provision of this Debenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of, and
interest on, this Debenture at the time, place, and rate, and in the coin or
currency, herein proscribed.  This Debenture and all other Debentures now or
hereafter issued of similar terms are direct obligations of the Company.

    6.   No recourse shall be had for the payment of the principal of, or the
interest on, this Debenture, or for any claim based hereon, or otherwise in
respect hereof, against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

    7.   If the Company merges or consolidates with another corporation or
sells or transfers all or substantially all of its assets to another person and
the holders of the Common Stock are entitled to receive stock, securities or
property in respect of or in exchange for Common Stock, then as a condition of
such merger, consolidation, sale or transfer, the Company and any such
successor, purchaser or transferee shall amend this Debenture to provide that it
may thereafter be converted on the terms and subject to the conditions set forth
above into the kind and amount of stock, securities or property receivable upon
such merger, consolidation, sale or transfer by a holder of the number of shares
of Common Stock into which this Debenture might have been converted immediately
before such merger, consolidation, sale or transfer, subject to adjustments
which shall be as nearly equivalent as may be practicable.  In the event of any
proposed merger, consolidation or sale or transfer of all or substantially all
of the assets of the Company (a "Sale"), the Holder hereof shall have the right
to convert by delivering a Notice of Conversion to the Company within fifteen
(15) days of receipt of notice of such Sale from the Company.  In the event the
Holder hereof shall elect not to convert, the Company may prepay all outstanding
principal and accrued interest on this Debenture, less all amounts required by
law to be deducted, upon which tender of payment following such notice, the
right of conversion shall terminate.

    8.   The Holder of the Debenture, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Debenture or the Shares of Common Stock
issuable upon conversion thereof except under


<PAGE>

circumstances which will not result in a violation of the Act or any applicable
state Blue Sky or foreign laws or similar laws relating to the sale of
securities.

    9.   This Debenture shall be governed by and construed in accordance with
the laws of the State of New York.  Each of the parties consents to the
jurisdiction of the federal courts whose districts encompass any part of the
City of New York or the state courts of the State of New York sitting in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection, including
any objection based ON FORUM NON COVENIENS, to the bringing of any such
proceeding in such jurisdictions.

    10.  The following shall constitute an "Event of Default":

         a.   The Company shall default in the payment of principal or interest
              on this Debenture; or

         b.   Any of the representations or warranties made by the Company
              herein, in the Subscription Agreement, or in any certificate or
              financial or other written statements heretofore or hereafter
              furnished by the Company in connection with the execution and
              delivery of this Debenture or the Subscription Agreement shall be
              false or misleading in any material respect at the time made; or

         c.   The Company shall fail to perform or observe, in any material
              respect, any other covenant, term, provision, condition,
              agreement or obligation of the Company under this Debenture and
              such failure shall continue uncured for a period of thirty (30)
              days after written notice from the Holder of such failure; or

         d.   The Company shall (1)  admit in writing its inability to pay its
              debts generally as they mature; (2)  make an assignment for the
              benefit of creditors or commence proceedings for its dissolution;
              or (3)  apply for or consent to the appointment of a trustee,
              liquidator or receiver for its or for a substantial part of its
              property or business; or

         e.   A trustee, liquidator or receiver shall be appointed for the
              Company or for a substantial part of its property or business
              without its consent and shall not be discharged within sixty (60)
              days after such appointment; or

         f.   Any governmental agency or any court of competent jurisdiction at
              the instance of any governmental agency shall assume custody or
              control of the whole or any substantial portion of the properties
              or assets of the Company and shall not be dismissed within sixty
              (60) days thereafter; or

         g.   Any final unappealable money judgment, writ or warrant of
              attachment, or similar process in excess of Fifty Thousand
              ($50,000) Dollars in the


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              aggregate shall be entered or filed against the Company or any of
              its properties or other assets and shall remain unpaid,
              unvacated, unbonded or unstayed for a period of sixty (60) days
              or in any event later than five (5) days prior to the date of any
              proposed sale thereunder; or

         h.   Bankruptcy, reorganization, insolvency or liquidation proceedings
              or other proceedings for relief under any bankruptcy law or any
              law for the relief of debtors shall be instituted by or against
              the Company and, if instituted against the Company, shall not be
              dismissed within sixty (60) days after such institution or the
              Company shall by any action or answer approve of, consent to, or
              acquiesce in any such proceedings or admit the material
              allegations of, or default in answering a petition filed in any
              such proceeding; or

         i.   The Company shall have its Common Stock suspended or delisted
              from an exchange or over-the-counter market from trading.

Then, or at any time thereafter, and in each and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
shall not be deemed to be a waiver of any subsequent default) at the option of
the Holder and in the Holder's sole discretion, the Holder may consider this
Debenture immediately due and payable, without presentment, demand, protest or
notice of any kinds, all of which are hereby expressly waived, anything herein
or in any note or other instruments contained to the contrary notwithstanding,
and the Holder may immediately enforce any and all of the Holder's rights and
remedies provided herein or any other rights or remedies afforded by law.

    11.  Nothing contained in this Debenture shall be construed as conferring
upon the Holder the right to vote or to receive dividends or to consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights whatsoever as a shareholder of the Company, unless and to the extent
converted in accordance with the terms hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
by an officer thereunto duly authorized.

Dated: October 15, 1997
                                       AMERICAN TECHNOLOGIES GROUP, INC.

                                       By: 
                                           --------------------

                                            Its:
                                                 --------------
ATTEST:


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                                      EXHIBIT A


                                 NOTICE OF CONVERSION

     (To be Executed by the Registered Holder in order to Convert the Debenture)



    The undersigned hereby irrevocably elects to convert $ ________________ of
the principal amount of the above Debenture No. ___ into Shares of Common Stock
of AMERICAN TECHNOLOGIES GROUP, INC., according to the conditions hereof, as of
the date written below.

    The undersigned represents that it is not a U.S. Person as defined in
Regulation S promulgated under the Securities Act of 1933 and is not converting
the Debenture on behalf of any U.S. Person.

Date of Conversion*: 
                     ---------------------------------------------

Applicable Conversion Price: 
                             -------------------------------------


Signature: 
           -------------------------------------------------------
                                 [Name]

Address:
        ---------------------------------------------------------------------

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*  This original Debenture and Notice of Conversion must be received by the
Company by the third business date following the Date of Conversion.