As filed with the Securities and Exchange Commission on April 8, 1998

                                                       Registration No. 333-6159
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         POST EFFECTIVE AMENDMENT NO. 2
                                       To
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


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

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


                              3265 Lawson Boulevard
                               Oceanside, NY 11572
                                 (516) 536-5850
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)


                                Howard M. Siegel
                Chairman of the Board and Chief Executive Officer
                          American Medical Alert Corp.
                              3265 Lawson Boulevard
                               Oceanside, NY 11572
                                 (516) 536-5850
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                    Copy to:

                              James Alterbaum, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                               ------------------

           APPROXIMATE  DATE OF  COMMENCEMENT  OF PROPOSED SALE TO PUBLIC:  From
time to time after the effective date of this Registration Statement.







                    SUBJECT TO COMPLETION DATED APRIL 8, 1998

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

                                 850,000 Shares

                          AMERICAN MEDICAL ALERT CORP.

                                  Common Stock
                           (par value $.01 per share)

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


           This  Prospectus  relates to the offer and sale by  American  Medical
Alert Corp.  (the  "Company") of 850,000 shares (the "Common  Shares") of common
stock,  $.01 par value per share  ("Common  Stock"),  of the  Company  which are
issuable  upon the  exercise  of Warrants  to  purchase  the Common  Shares (the
"Warrants").  The  Warrants  were  issued by the  Company  as part of its public
offering in  December  1983 (the "1983  Offering").  In the 1983  Offering,  the
Company  offered and sold a total of 850,000 Units,  each Unit consisting of one
share of Common Stock and one Warrant to purchase one share of Common Stock.

           The price at which the Common Shares are purchasable upon exercise of
the  Warrants  (the  "Warrant  Price")  is $3.50 per  share.  The  Warrants  are
exercisable at any time until 5:00 p.m.,  Eastern Standard Time, on December 26,
1998,  or such later date as the Company in its sole  discretion  may  determine
(the "Expiration  Date"). The price per Common Share and the number of shares of
Common Stock issuable upon exercise of the Warrants are subject to adjustment in
certain  instances.  The  Company  may,  except  as  limited  by  law  or  other
agreements, purchase or otherwise acquire the Warrants at such time and for such
consideration as it may determine.  In addition, the Warrants may be terminated,
at the option of the Company,  upon not less than 90 days written  notice to the
holders thereof if the market price of the securities  issuable upon exercise of
the Warrants  shall exceed  $7.00 per share during any 20  consecutive  business
days. See "Description of Securities".

           AN INVESTMENT IN THE COMPANY'S  SECURITIES  INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" ON PAGE 4.

           Warrants  may only be  exercised  if,  at the time of  exercise,  the
Common  Shares are  registered  (and the  Registration  Statement  of which this
Prospectus forms a part is current) under the Securities Act of 1933, as amended
(the "1933 Act") and  registered  or qualified for sale under  applicable  state
securities laws, or the issuance of such Shares is exempt from such registration
and/or qualification.

           The Company will receive the exercise price of $3.50 for each Warrant
exercised.  The Company will bear all expenses in connection  with the filing of
the  Registration  Statement of which this Prospectus  forms a part. See "Use of
Proceeds".

                       (cover page continued on next page)








           A copy of this  Prospectus,  accompanied  by a copy of the  Company's
latest  Annual Report to  Shareholders  and Proxy  Statement,  will be sent to a
Warrantholder  prior to the  effectiveness of such  Warrantholder's  election to
exercise Warrants.

           The Common  Stock of the  Company  is traded on the Nasdaq  under the
symbol  AMAC.  On April 7, 1998,  the closing  price of the Common  Stock on the
Nasdaq was $2.75 per share.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                                 ________, 1998



                                       -2-





                              AVAILABLE INFORMATION

           The  Company  is  subject to the  informational  requirements  of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act") and the rules
and  regulations  promulgated  thereunder,  and in  accordance  therewith  files
reports, proxy statements and other information with the Securities and Exchange
Commission  (the  "Commission").   Such  reports,  proxy  statements  and  other
information  filed by the  Company  may be  inspected  and  copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices  located at 7 World Trade Center,  Suite 1300,  New York, New York 10048
and Citicorp  Center,  500 West Madison Street,  Suite 1400,  Chicago,  Illinois
60661.  Copies of such  material  may be obtained at  prescribed  rates from the
Public  Reference  Section  of  the  Commission  at  450  Fifth  Street,   N.W.,
Washington, D.C. 20549. The Commission maintains a Web site (http://www.sec.gov)
that contains  reports,  proxy and information  statements and other information
regarding registrants that file electronically.

                      INFORMATION INCORPORATED BY REFERENCE

           The following  documents filed by the Company with the Commission are
incorporated into this Prospectus by reference:

           1.         The  Company's  Annual  Report on Form 10-KSB for the year
                      ended December 31, 1997;

           2.         The  Company's  Quarterly  Report on Form  10-QSB  for the
                      quarterly period ended March 31, 1997.

           3.         The  Company's  Quarterly  Report on Form  10-QSB  for the
                      quarterly period ended June 30, 1997; and

           4.         The  Company's  Quarterly  Report on Form  10-QSB  for the
                      quarterly period ended September 30, 1997.

           All documents or reports  subsequently  filed by the Company pursuant
to  Section  13(a),  13(c),  14 or  15(d)  of  the  Exchange  Act  prior  to the
termination  of this offering  shall be deemed to be  incorporated  by reference
into this Prospectus and to be a part of this Prospectus from the date of filing
of such  document.  Any statement  contained  herein,  or in a document all or a
portion  of which is  incorporated  or deemed to be  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

           This Prospectus does not contain all the information set forth in the
Registration Statement (No. 333-6159) on Form S-3 (the "Registration Statement")
of which this Prospectus is a part,  including exhibits relating thereto,  which
has  been  filed  with  the  Commission  in  Washington,   D.C.  Copies  of  the
Registration Statement and the exhibits thereto may be obtained, upon payment of
the fee prescribed by the Commission, or may be examined, without charge, at the
office of the Commission.

           THE COMPANY WILL PROVIDE,  WITHOUT CHARGE,  TO EACH PERSON (INCLUDING
ANY BENEFICIAL  OWNER) TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,  UPON THE
WRITTEN  OR  ORAL  REQUEST  OF ANY  SUCH  PERSON,  A COPY  OF ANY AND ALL OF THE
INFORMATION  THAT HAS BEEN  INCORPORATED BY REFERENCE IN THIS PROSPECTUS  (OTHER
THAN EXHIBITS  UNLESS SUCH EXHIBITS ARE EXPRESSLY  INCORPORATED  BY REFERENCE IN
SUCH  DOCUMENTS).  REQUESTS SHOULD BE DIRECTED TO AMERICAN  MEDICAL ALERT CORP.,
3265 LAWSON BOULEVARD,  OCEANSIDE,  NEW YORK 11572, ATTENTION: MR. COREY ARONIN,
(516) 536-5850.


                                       -3-






                                   THE COMPANY

           American Medical Alert Corp. (the "Company") is a corporation, formed
under the laws of the State of New York in 1981 and is engaged  in the  business
of designing,  engineering,  fabricating,  marketing, installing, and monitoring
computerized  Personal Emergency Response Systems ("PERS") using proprietary and
commercially  available technology.  The Company markets to private-pay clients,
not for profit consumer agencies,  health maintenance  organizations,  long-term
care providers, retirement communities,  hospitals and government agencies. Part
of the  Company's  strategy is to  capitalize  on  opportunities  created by new
federal policies affecting the delivery of home healthcare  services by HMOs and
managed care groups. In order to achieve its goals, the Company is participating
in a study  to prove  the cost  effective  benefits  of PERS in home  healthcare
programs.  During 1997, the Company  finalized plans with a national provider of
geriatric  services to offer its PERS through  their  network of  agencies,  and
launch its Model 700 (described below).

           Several of the systems the Company markets enable PERS to be provided
to a wide range of individuals  including;  the medically at-risk,  isolated and
infirm,  elderly,  disabled as well as persons  receiving home care services and
their families,  retirement and college campus sites,  security/staff  personnel
who  maintain  health  facilities  and  places  of  internment.   The  Company's
monitoring centers are designed to simultaneously process signals from different
systems.

           The Company's  principal  executive  office is located at 3265 Lawson
Boulevard, Oceanside, New York 11572 (telephone number (516) 536-5850).


                                  RISK FACTORS

           Warrantholders   should   review  the  entire   Prospectus   and  the
information incorporated herein by reference and carefully consider, among other
things,  the  following  risk factors  prior to  exercising  their  Warrants and
purchasing the Common Shares offered hereby.

           Certain  statements in this Prospectus that are not historical  facts
constitute  "forward-looking  statements"  within  the  meaning  of the  Private
Securities  Litigation  Reform  Act of  1995.  Such  forward-looking  statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results of the Company to be materially different from the historical
results  or from any  results,  expressed  or  implied  by such  forward-looking
statements.  Such risks,  uncertainties  and other factors include,  but are not
limited to, the following risks:

           HEALTH  CARE  REFORM.  As a result of the  escalation  of health care
costs and the inability of many  individuals and employers to obtain  affordable
health  insurance,  numerous  proposals  have been or may be  introduced  in the
United States  Congress and state  legislatures,  and other  proposals are being
considered,  relating to health care reform. Such proposals have included, among
other  things,  provision of  universal  access to health  care,  reforming  the
payment methodology for health care goods


                                       -4-





and services by both the public (Medicare and Medicaid) and private sectors, and
methods to control or reduce  public and private  spending on health  care.  The
ultimate  timing  or  effect  such  reforms  may have on the  Company  cannot be
predicted  and no  assurance  can be given that any such reforms will not have a
material adverse effect on the Company's  revenues and/or  earnings.  Short-term
cost containment  initiatives may vary  substantially from long-term reforms and
may impact the Company in different ways.

           REGULATORY  ENVIRONMENT.  There are  increasing  pressures  from many
payor sources to control  health care costs.  In addition,  there are increasing
pressures  from public and private  payors to limit  increases in  reimbursement
rates for medical  services.  The levels of revenues  and  profitability  of the
Company  will be subject to the effect of  possible  reductions  in  coverage or
payment rates by third-party  payors. Such changes could have a material adverse
effect on the business and results of operations  of the Company.  As a provider
of services under the Medicare and Medicaid programs,  the Company is subject to
the  federal  fraud and  abuse and the  so-called  "Stark"  anti-referral  laws,
violations  of which may result in civil and criminal  penalties  and  exclusion
from participation in the Medicare and Medicaid programs.  In addition,  several
states have enacted their own  statutory  analogs of the federal fraud and abuse
and  anti-referral  laws.  The Company at all times  attempts to comply with the
applicable  federal and state fraud and abuse and anti-referral  laws;  however,
there can be no assurance that  administrative  or judicial  interpretations  of
existing  statutes or regulations or enactments of new laws or regulations  will
not have a material  adverse  effect on the  Company's  operations  or financial
condition.

           Health care is subject to laws and regulations of federal,  state and
local governments.  The failure to obtain, renew or maintain any of the required
regulatory  approvals  or licenses  could  adversely  affect the business of the
Company and could prevent it from offering products or services to patients.

           COMPETITION.  The Company operates in a highly  competitive  business
environment.  Certain  of the  Company's  competitors  are  larger and have more
extensive  manufacturing  and  marketing   capabilities,   as  well  as  greater
financial, technological and personnel resources than the Company.

           LACK OF DIVIDENDS.  The Company has not previously paid any dividends
on its Common Stock and intends,  in the foreseeable  future, to follow a policy
of retaining all of its earnings to finance the development and expansion of its
business.  Accordingly,  an  investment in the Common Shares may not be suitable
for those  investors who anticipate the need for immediate  dividend income from
their investment.

           TRADEMARKS.  The Company  considers its trademarks to be an important
element of its marketing  program.  The Company's  trademarks  include "VOICE OF
HELP(R)," "THE VOICE OF HELP(R),"  "ACCUTROL(R)," "MED PASS(R)," "ROOM MATE(R),"
"VOICECARE(R),"  "SYSTEM-ONE(R)"  and "HELPING  PEOPLE LIVE  BETTER(R)"  and are
registered  with the United  States  Patent and  Trademark  Office.  The Company
believes  that its  inability to maintain its  trademarks  would have a material
adverse impact on its business.



                                       -5-





           DEPENDENCE  UPON KEY MANAGEMENT AND PERSONNEL.  The Company is highly
dependent upon certain of its key management personnel.  The loss of one or more
of these individuals could have a material adverse impact on the Company.  There
can be no  assurance  that  the  Company  will be able to  retain  its  existing
personnel or attract new  employees  necessary  for the growth of the  Company's
operations.

           DEPENDENCE ON MAJOR  CUSTOMERS.  The Company is an approved  Medicaid
Provider  in the  states of New York,  Georgia,  Illinois,  South  Carolina  and
Nevada. During the years ended December 31, 1997, 1996 and 1995, the Company had
revenues  from one  contract  with a  municipality  located  in New  York  which
represented 44, 44 and 44 percent of total revenues,  respectively.  In February
1998,  the  Company  was  notified  by the  municipality  that  it is  currently
processing  the renewal of the Company's  contract which would extend it through
June 30, 1999 but there can be no assurance  that the Company will finalize such
renewal  or, if it is able to  finalize  such  renewal,  that the terms  will be
acceptable to the Company.

           The loss of a major customer would have a material  adverse impact on
the Company's operations and prospects.  Furthermore,  government  reimbursement
programs are subject to  statutory  and  regulatory  changes,  retroactive  rate
adjustments,  administrative rulings and governmental funding restrictions,  all
of which may materially increase or decrease the rate of payments to the Company
for its services. There can be no assurance that payments under governmental and
private  third-party  payor programs will remain at levels comparable to present
levels or will, in the future,  be  sufficient  to cover the costs  allocable to
patients eligible for reimbursement pursuant to such programs.

           PRICING  PRESSURES.  Certain  proposals by state  legislatures and by
Congress  to contain  health  care  costs,  such as  proposals  for  cutbacks in
Medicare and Medicaid  reimbursement levels,  governmentally-imposed  freezes of
prices charged by  physicians,  hospitals and other health care  providers,  and
greater state  flexibility in the  administration  of Medicaid,  could adversely
affect the  Company.  A number of states  have  reduced  funding for health care
services or have placed certain limits on reimbursable expenses. There can be no
assurances  that  additional  state  legislatures  and Congress will not further
reduce funding or impose additional limits on reimbursements,  particularly with
respect to  expenses to be  reimbursed  through  Medicaid.  Such  reductions  in
funding and limits on reimbursement,  if enacted,  could have a material adverse
effect on the Company's operating results.

           RAPID TECHNOLOGICAL  CHANGES.  The  telecommunications  industry,  on
which the Company's  business is dependent,  is subject to rapid and significant
changes in technology.  While the Company  believes  that,  for the  foreseeable
future,  these changes will not  materially  impact its business,  the effect of
technological  changes,  including  changes  relating to emerging  wireline  and
wireless  transmission  technologies,  on the  Company's  businesses  cannot  be
predicted.

           POTENTIAL  FUTURE  SALES  PURSUANT TO RULE 144.  Sale of  substantial
amounts of Common Stock in the public market could  adversely  affect the market
price  for the  Common  Stock.  As of April 7,  1998,  1,099,615  shares  of the
Company's Common Stock are held by directors and certain executive  officers and
principal  shareholders  of the Company and an additional  278,925 shares of the
Company's


                                       -6-





Common  Stock will be held by such  persons  upon their  exercise  of  currently
exercisable stock options and a currently exercisable warrant. Such Common Stock
may not be freely resold, as they are "restricted securities" under Rule 144, as
promulgated  by the  Commission  pursuant to the 1933 Act,  as amended,  and the
rules  and  regulations  thereunder.  Rule  144  provides,  in  essence,  that a
shareholder  who  is an  affiliate  of the  Company,  after  holding  restricted
securities  for a  period  of one (1)  year,  may  sell  them in an  unsolicited
brokerage  transaction  within a three month  period in an amount which does not
exceed the  greater of 1% of the then  outstanding  Common  Stock or the average
weekly  trading  volume  during  the four  calendar  weeks  prior to such  sale.
Non-affiliated  shareholders holding restricted securities for more than two (2)
years  are not  subject  to  volume  limitations  and may  sell  under  Rule 144
unlimited amounts of Common Stock. The price of the Company's Common Stock might
be  adversely  affected if a  substantial  portion of the Common  Shares held by
affiliates of the Company are sold pursuant to Rule 144.

                                 USE OF PROCEEDS

           The Company will  receive  $3.50 for each  Warrant  exercised,  or an
aggregate of $2,975,000 if all Warrants are  exercised.  The proceeds of any and
all Warrants  exercised will be used for working  capital and general  corporate
purposes.

                            DESCRIPTION OF SECURITIES

           DESCRIPTION  OF  WARRANTS.  The  following  is a summary  of  certain
provisions  contained in a Warrant Agreement (the "Warrant  Agreement") dated as
of  December  22,  1983,  as  subsequently  amended,  between  the  Company  and
Continental  Stock  Transfer & Trust Company,  as Warrant  Agent,  which Warrant
Agreement  sets  forth all of the terms and  provisions  of the  Warrants.  This
summary  does not purport to be complete and is qualified in its entirety by the
terms of the  Warrant  Agreement,  a copy of which is filed as an exhibit to the
Registration Statement.

           WARRANT PRICE AND TERM.  Warrantholders  are entitled to purchase one
Common Share for each Warrant held at an exercise price of $3.50 for each Common
Share, subject to certain adjustments  described below. Warrants are exercisable
at any time until 5:00 P.M.  Eastern Standard Time on December 26, 1998, or such
later date as the Company in its sole discretion may determine.

           TRANSFERABILITY.  The Warrants are  transferable  only on the Warrant
Register of the Company  maintained at the principal office of the Warrant Agent
in New York, New York, upon delivery thereof duly endorsed by the  Warrantholder
or by his duly authorized  attorney or representative,  or accompanied by proper
evidence of succession, assignment or authority to transfer.

           EXCHANGE  OF  WARRANTS.  Each  Warrant may be  exchanged  for another
Warrant or Warrants  entitling the  Warrantholder  to purchase a like  aggregate
number  of  Common  Shares  as the  Warrant  surrendered  then  entitled  him to
purchase.



                                       -7-





           PURCHASE OF WARRANTS. The Company has the right, except as limited by
law or other agreement,  to purchase or otherwise  acquire Warrants at such time
and for such consideration as it may determine.

           ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and kind
of  securities  purchasable  upon the  exercise of each  Warrant and the Warrant
Price are subject to adjustment  from time to time upon the happening of certain
events as follows:

                      (a) In case the Company shall (i) pay a dividend in Common
           Stock or make a  distribution  in Common  Stock,  (ii)  subdivide its
           outstanding  Common  Stock  into a larger  number of shares of Common
           Stock,  (iii)  combine its  outstanding  Common  Stock into a smaller
           number of shares of Common Stock, or (iv) issue any shares of capital
           stock by  reclassification  of its Common Stock, the number of shares
           of Common Stock purchasable upon exercise of each Warrant immediately
           prior  thereto  shall be adjusted so that the holder of each  Warrant
           shall be  entitled to receive the kind and number of shares of Common
           Shares or other  securities  of the Company which he would have owned
           or have been  entitled to receive  after the  happening of any of the
           events described  above, had such Warrant been exercised  immediately
           prior to the  happening of such event or any record date with respect
           thereto.  An  adjustment  made  pursuant to this  paragraph (a) shall
           become effective  immediately  after the effective date of such event
           retroactive to the record date for such event.

                      (b)   Whenever  the  number  of  shares  of  Common  Stock
           purchasable  upon  the  exercise  of each  Warrant  is  adjusted,  as
           provided,  the Warrant  Price per share of Common Stock  payable upon
           exercise of each Warrant  shall be adjusted (to the nearest  cent) by
           multiplying such Warrant Price  immediately  prior to such adjustment
           by a fraction,  of which the numerator  shall be the number of shares
           of  Common  Stock  purchasable  upon  the  exercise  of each  Warrant
           immediately  prior to such  adjustment,  and of which the denominator
           shall  be the  number  of  shares  of  Common  Stock  so  purchasable
           immediately thereafter.

           NO  ADJUSTMENT  FOR  DIVIDENDS.  Except  as  otherwise  provided,  no
adjustments  in  respect  of any  dividends  shall be made  during the term of a
Warrant or upon the exercise of a Warrant.

           NO RIGHTS AS  SHAREHOLDERS.  Prior to exercise of the  Warrants,  the
holders  thereof will not be deemed to have any of the rights of shareholders of
the Company.

           TERMINATION.  The  Warrants  may be  terminated  at the option of the
Company,  upon not less  than 90 days  written  notice to the  holders  thereof,
without  payment,  provided the market price of the securities  receivable  upon
exercise of such  Warrants  exceeds  $7.00 per share  during any 20  consecutive
business days.

           WARRANT  AGENT.  The Warrant Agent is  Continental  Stock  Transfer &
Trust Company, 2 Broadway, New York, New York 10004.


                                       -8-





           DESCRIPTION  OF  COMMON  STOCK.  The  Company's   authorized  capital
consists of 10 million  shares of Common  Stock.  All shares of Common Stock are
entitled to share equally in dividends from sources legally  available  therefor
when, as and, if declared by the Board of Directors,  and, upon  liquidation  or
dissolution of the Company,  whether voluntary or involuntary,  to share equally
in the assets of the Company  available for distribution to  shareholders.  Each
holder of Common Stock is entitled to one vote per share of Common Stock for all
purposes.  The shareholders  have no preemptive  rights.  There is no cumulative
voting, redemption right or right of conversion in existence with respect to the
Common Stock. All outstanding  Common Stock is, and all Common Shares to be sold
and issued as contemplated  hereby will be, fully-paid and non-assessable by the
Company.  The Board of Directors is authorized to issue additional  Common Stock
within the limits  authorized by the Company's  charter and without  shareholder
action.

           DESCRIPTION OF PREFERRED  STOCK. The Company's  authorized  preferred
stock consists of 1,000,000  shares,  par value $0.01 per share (the  "Preferred
Stock").  The Board of Directors of the Company has the  authority to issue from
time to time shares of the  Preferred  Stock in series.  The Board of  Directors
also has the  authority to fix,  before  issuance of each series,  the number of
shares in such series and the designation,  preferences,  rights and limitations
of  such  series  including,   among  other  things,   the  relative   dividend,
liquidation,  voting,  conversion  and  redemption  rights of each such  series.
Currently,  no  series  or shares of  Preferred  Stock  have been  issued or are
outstanding.

           The Transfer  Agent for the Company is  Continental  Stock Transfer &
Trust Company, 2 Broadway, New York, New York 10004.


                                  LEGAL MATTERS

           The  validity  of the Shares  offered  hereby  will be passed upon by
Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas,  New York, New
York 10036.


                                     EXPERTS

           The financial statements incorporated in this Prospectus by reference
from the Company's  Annual Report on Form 10-KSB for the year ended December 31,
1997 have been audited by Margolin,  Winer & Evens LLP, independent auditors, as
stated in their report,  which is incorporated by reference,  and such financial
statements  have been so  incorporated in reliance upon the report of such firm,
given upon their authority as experts in accounting and auditing.


                                       -9-




======================================    ======================================
No  person  has been  authorized  to
give any  information or to make any
representation  in  connection  with
this   offering   other  than  those
contained  in this  Prospectus  or a
supplement to this Prospectus,  and,
if  given  or   made,   such   other
information or representations  must
not be relied  upon as  having  been
authorized  by  the  Company  or any
other    person.     Neither    this
Prospectus  nor  any  supplement  to
this Prospectus constitutes an offer
to  sell or the  solicitation  of an
offer  to buy any  securities  other
than  the  securities  to  which  it
relates  or an  offer to sell or the
solicitation of an offer to buy such
securities   in  any   jurisdictions
where,  or to any person to whom, it
is  unlawful  to make such  offer or
solicitation.  Neither the  delivery                850,000 Shares       
of this  Prospectus  or a supplement                 Common Stock        
to this Prospectus nor any sale made                                     
hereunder or thereunder shall, under         AMERICAN MEDICAL ALERT CORP.
any   circumstances,    create   any                                     
implication  that  there has been no                                     
change in the affairs of the Company                                     
since the date  hereof or thereof or                 _______, 1998       
that   the   information   contained         
herein or  therein  is correct as of
any  time  subsequent  to its  date.

            ----------


TABLE OF CONTENTS              PAGE

Available Information.......... 3
Information Incorporated by
   Reference................... 3
The Company.................... 4
Risk Factors................... 4
Use of Proceeds................ 7
Description of Securities...... 7
Legal Matters.................. 9
Experts........................ 9

======================================    ======================================






                                    PART II.

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 16.               EXHIBITS.

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

4(a)           Articles   of   Incorporation   of  the   Company,   as  amended.
               (Incorporated  by  reference  to  Exhibit  3(a) to the  Company's
               Registration Statement on Form S-1 File No. 2- 86862).

*4(b)          Amended and Restated By-Laws of Company, as amended May 1, 1996.

4(c)           Warrant  Agreement  between  the Company  and  Continental  Stock
               Transfer & Trust Company,  the Company's transfer agent, with the
               Company's   form  of  Warrant   Certificate   attached   thereto.
               (Incorporated  by  reference  to  Exhibit  4(c) to the  Company's
               Registration Statement on Form S-1- File No. 2-86862).

4(d)           Amendment,  dated  December  22, 1988,  to the Warrant  Agreement
               between  the  Company  and  Continental  Stock  Transfer  & Trust
               Company.  (Incorporated  by  reference  to  Exhibit  4(c)  to the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1988).

4(e)           Amendment,  dated  October 26,  1990,  to the  Warrant  Agreement
               between  the  Company  and  Continental  Stock  Transfer  & Trust
               Company.  (Incorporated  by  reference  to  Exhibit  4(c)  to the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1990).

4(f)           Amendment,  dated  November  30, 1994,  to the Warrant  Agreement
               between  the  Company  and  Continental  Stock  Transfer  & Trust
               Company.  (Incorporated  by  reference  to  Exhibit  4(d)  to the
               Company's  Annual  Report  on  Form  10-KSB  for the  year  ended
               December 31, 1994).

4(g)           Amendment,  dated  November  20, 1995,  to the Warrant  Agreement
               between  the  Company  and  Continental  Stock  Transfer  & Trust
               Company.  (Incorporated  by  reference  to  Exhibit  4(e)  to the
               Company's  Annual  Report  on  Form  10-KSB  for the  year  ended
               December 31, 1995).

4(h)           Amendment,  dated  December  20, 1996,  to the Warrant  Agreement
               between  the  Company  and  Continental  Stock  Transfer  & Trust
               Company  (Incorporated  by  reference  to  Exhibit  4(f)  to  the
               Company's  Annual  Report  on  Form  10-KSB  for the  year  ended
               December 31, 1996).

**4(i)         Amendment,  dated  November  5, 1997,  to the  Warrant  Agreement
               between  the  Company  and  Continental  Stock  Transfer  & Trust
               Company.


                                      -11-





*5             Opinion of Parker Chapin Flattau & Klimpl, LLP.

**23(a)        Consent of Margolin, Winer & Evens LLP.

*23(b)         Consent  of Parker  Chapin  Flattau & Klimpl,  LLP  (included  in
               Exhibit 5).

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

- ----------
*   Previously filed.
** Filed herewith.



                                      -12-





                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for  filing  on Form S-3 and has  duly  caused  this  Post
Effective Amendment to the Registration  Statement to be signed on its behalf by
the undersigned,  thereunto duly authorized, in the City of Oceanside,  State of
New York, on the 7th day of April, 1998.


                                       AMERICAN MEDICAL ALERT CORP.


                                       By: /S/ HOWARD M. SIEGEL
                                          -----------------------------------
                                            Howard M. Siegel, Chairman of the
                                            Board and President


           Pursuant to the requirements of the Securities Act of 1933, this Post
Effective  Amendment to the Registration  Statement has been signed below by the
following persons in the capacities indicated on the 7th day of April, 1998.


   Signature                                        Title
   ---------                                        -----

/S/ HOWARD M. SIEGEL                   Chairman of the Board, President, Chief  
- -------------------------------        Executive Officer (Principal Executive
Howard M. Siegel                       Officer) and Director

                                      
/S/ COREY M. ARONIN                    Principal Financial Officer and Principal
- -------------------------------        Accounting Officer
Corey M. Aronin

                       
/S/ PETER BREITSTONE                   Director
- -------------------------------
Peter Breitstone                      
                                      
                                      
/S/ LEONARD HERZ                       Director
- -------------------------------
Leonard Herz                          
                                      
                                       Director
- -------------------------------
Myron Segal, M.D.                     
                                      

                                      -13-