SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 8-K/A
                                (Amendment No. 1)

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): September 24, 2004


                       American Locker Group Incorporated
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                    0-439                16-0338330
  ----------------------------         --------------       -------------
  (State or other jurisdiction         (Commission          (IRS Employer
   of incorporation)                   File Number)         Identification No.)


                   608 Allen Street, Jamestown, New York          14701
               --------------------------------------------   -------------
                 (Address of principal executive offices)       (Zip code)


       Registrant's telephone number, including area code: (716) 664-9600

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act
       (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))





Item 4.01  Changes in Registrant's Certifying Accountant.

On September 24, 2004, the Audit Committee of American Locker Group Incorporated
(the "Company") dismissed Ernst & Young LLP ("E&Y") as the Company's independent
registered  public  accounting  firm for the year ending  December 31, 2004, and
appointed  Schneider Downs & Co., Inc. as the Company's  independent  registered
public accounting firm.

The reports by E&Y with respect to the Company's  financial  statements for each
of the years  ended  December  31,  2002 and 2003 did not  contain  any  adverse
opinion or  disclaimer  of opinion  and were not  qualified  or  modified  as to
uncertainty, audit scope or accounting principles. During the fiscal years ended
December 31, 2002 and 2003, and any  subsequent  interim period through the date
of  dismissal,  January  1, 2004  through  September  24,  2004,  there  were no
disagreements between the Company and E&Y on any matter of accounting principles
or practices,  financial  statement  disclosure or auditing  scope or procedure,
which  disagreement(s),  if not  resolved  to  the  satisfaction  of the  former
accountant,  would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports.

During the fiscal years ended  December 31, 2002 and 2003,  and through the date
of this  disclosure,  E&Y did not advise the Company with respect to any matters
described in paragraphs (a)(1)(v)(A) through (D) of Item 304 of Regulation S-K.

During the fiscal years ended  December 31, 2002 and 2003,  and through the date
of this disclosure, the Company did not consult with Schneider Downs & Co., Inc.
regarding  either (i) the  application  of accounting  principles to a specified
transaction,  either completed or proposed;  (ii) the type of audit opinion that
might be rendered on the Company's financial  statements;  (iii) any matter that
was either the  subject of  disagreement  (as defined in Item  304(a)(1)(iv)  of
Regulation  S-K) or a  reportable  event (as  defined  in Item  304(a)(1)(v)  of
Regulation S-K).

The Company has provided E&Y with a copy of the foregoing  disclosure.  Attached
as an exhibit  hereto is a copy of E&Y's  letter,  dated  October  7,  2004,  in
response to the foregoing disclosure.

Item 9.01.  Financial Statements and Exhibits.

     (c)  Exhibits

          (16) Letter  from  Ernst & Young LLP to the  Securities  and  Exchange
               Commission dated October 8, 2004.









                                    SIGNATURE

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           AMERICAN LOCKER GROUP INCORPORATED


                                           By: /s/ Edward F. Ruttenberg
                                               ---------------------------
                                               Edward F. Ruttenberg
                                               Chairman and
                                               Chief Executive Officer

Dated:  October 8, 2004



















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                                                              Exhibit 16


October 8, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read Item 4 of Form 8-K/A dated October 8, 2004 of American Locker Group
Incorporated and are in agreement with the statements contained in paragraphs 1,
2, 3, and 5 on page 2 therein.  We have no basis to agree or disagree with other
statements of the registrant contained therein.



                                 /s/ Ernst & Young LLP





















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