UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549





                                    FORM 8-K

                                 CURRENT REPORT


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


                                January 30, 1997


                              AMERIGON INCORPORATED
                       (Exact Name of Issuer as Specified
                                 in its Charter)



     California                    0-21810                   95-431855-4
  (State or Other              (Commission File                 (IRS
    Jurisdiction                   Number)                    Employer
 of Incorporation                                          Identification
 Identification or                                             Number)
   Organization)



             404 East Huntington Drive, Monrovia, California  91016
             (Address of Principal Executive Offices)    (Zip Code)


                                 (818) 932-1200
                         (Registrant's telephone number,
                              including area code)




Item 5.   Other Events

          To date, Amerigon Incorporated (the "Company") has focused on and 
invested substantial capital in four product technologies:  heated and cooled 
seats, radar products, electric vehicles, and IVS-TM- audio navigation 
products. The Company has recently determined to focus its resources 
primarily on developing its heated and cooled seat and radar technologies.  
The Company is presently seeking to sell the IVS-TM- product line or find a 
strategic or financial partner to help further develop and market the IVS-TM- 
product.  The Company is also presently seeking strategic and financial 
partners to help support continued development and marketing of the Company's 
electric vehicle systems.  No assurance can be given that the Company's 
change in business strategy will prove successful or even beneficial to the 
Company. Further, no assurance can be given that the Company will be able to 
complete a sale of the IVS-TM- product line, obtain additional funding or 
attract strategic or financial partners or that, if such funding or partners 
were to be obtained, the electric vehicle or IVS-TM- products could be 
successfully developed.  If the Company is unable to arrange such a 
relationship in the near term, the Company will attempt to sell its 
proprietary interests and other assets in and related to these technologies 
or abandon their development.  No assurance can be given that the Company 
would be able to effect such a sale on terms favorable to the Company or at 
all.

          In addition to the risks associated with the Company's decision to
focus its resources primarily on developing its heated and cooled seat and radar
technologies, potential investors in the Company's securities should be aware of
the following cautionary risk factors and consider them carefully in evaluating
the Company and its business before purchasing the stock of the Company:

DEVELOPMENT STAGE COMPANY

          The Company's proposed future operations are subject to numerous risks
associated with establishing new businesses, including, but not limited to, 
unforeseeable expenses, delays and complications, as well as specific risks
of the industry in which the Company competes.  There can be no assurance that
the Company will be able to market any product on a commercial scale, achieve
profitable operations or remain in business.  To date, the Company's first
developed product, the IVS-TM-, has not been commercially successful.  The
Company was formed in April 1991 and most of its products are still in the
development stage.  In addition, several of the Company's products are aimed at
the electric vehicle market, which is still in its infancy and may never achieve
commercial prominence.  The likelihood of the success 


                                       1



of the Company must be considered in light of the problems, expenses, 
difficulties, complications and delays frequently encountered in connection 
with establishing a new business, including, without limitation, uncertainty 
as to market acceptance of the Company's products, marketing problems and 
expenses, competition and changes in business strategy.  There can be no 
assurance that the Company will be successful in its proposed business 
activities.

          Moreover, except for the IVS-TM-, the Company's other products are in
various stages of prototype development and will require the expenditure of
significant funds for further development and testing in order to commence
commercial sales.  No assurance can be given that the Company will obtain such
additional funds or that it will be successful in resolving all technical
problems relating to its products or in developing the technology used in its
prototypes into commercially viable products.  The Company does not expect to
generate any significant revenues from the sale of seat or radar products for at
least 12 to 24 months, and no assurance can be given that such sales will ever
materialize.  Further, there can be no assurance that any of the Company's
products, if successfully developed, will be capable of being produced in
commercial quantities at reasonable costs or will be successfully marketed and
distributed. See "Limited Marketing Capabilities; Uncertainty of Market 
Acceptance."

SUBSTANTIAL OPERATING LOSSES SINCE INCEPTION

          The Company has incurred substantial operating losses since its 
inception. At December 31, 1995 and at September 30, 1996, the Company had 
accumulated deficits since inception of $13,187,000 and $19,432,000, 
respectively.  During the years ended December 31, 1994 and 1995, the Company 
had net losses of $4,235,000 and $3,237,000, respectively.  For the nine 
months ended September 30, 1995 and 1996, the Company had net losses of 
$2,960,000 and $6,245,000, respectively.  The Company has incurred additional 
losses and its accumulated deficit has increased since September 30, 1996.  
The Company's accumulated deficits are attributable to the costs of 
developmental and other start-up activities, including the industrial design, 
development and marketing of the Company's products and a significant loss 
incurred on a major electric vehicle development contract.  See "Electric 
Vehicle Cost Overruns and Significant Contract Losses".  The Company has 
continued to incur losses due to continuing expenses without significant 
revenues or profit margins on the sale of products, and expects to incur 
significant losses for the foreseeable future.

NEED FOR ADDITIONAL FINANCING

          The Company has experienced negative cash flow since its


                                       2



inception and has expended, and expects to continue to expend, substantial 
funds to continue its development efforts.  The Company has not generated and 
does not expect to generate in the foreseeable future sufficient revenues 
from the sales of its principal products to cover its operating expenses.  
In October, 1996, the Company completed a private placement of $3,000,000 of 
its debt securities (the "Bridge Financing"), the net proceeds of which have 
since been spent, in part to help fund the Company's operating expenses.  On 
January 29, 1997, the Company borrowed an additional $100,000 from Lon E. 
Bell, Ph.D., Chief Executive Officer, President, Chairman of the Board of 
Directors, founder and a principal shareholder of the Company, for working 
capital purposes, which loan is due and payable on the earlier of March 1, 
1997 or, if the Offering (as defined below) is completed, the day after the 
completion of such Offering.  The Company previously borrowed $200,000 from 
Dr. Bell for working capital purposes, which loan remains outstanding and is 
due and payable on demand. See "Potential Conflicts of Interest" herein.  The 
Company anticipates that it will need to borrow additional amounts to help 
fund its operating expenses prior to the earliest date that the Offering 
could be completed, if completed at all.  No assurance can be given that the 
Company will be able to obtain such additional amounts on terms affordable to 
the Company or at all.

          On December 6, 1996, the Company filed with the Securities and 
Exchange Commission (the "Commission") a registration statement (the 
"Registration Statement") relating to a contemplated public offering (the 
"Offering") of the Company's equity securities, the net proceeds of which 
Offering are intended to be used to repay the Company's obligations under the 
Bridge Financing, to repay the working capital loans from Dr. Bell, to help 
fund the Company's operating expenses and for certain other purposes. The 
Offering will be made only by means of a prospectus and will not be made 
until and unless the Registration Statement has been declared effective by 
the Commission.  No assurance can be given that the Registration Statement 
will be declared effective by the Commission or that, even if the 
Registration Statement is declared effective, the Offering will ultimately be 
undertaken or completed.

          Even after the completion of the Offering, the Company will require 
additional financing through bank borrowings, debt or equity financing or 
otherwise to finance its planned operations.  If additional funds are not 
obtained when needed, the Company will be required to significantly curtail 
its activities, dispose of one or more of its technologies and/or cease 
operations and liquidate.  If and when the Company is able to commence 
commercial production of its heated and cooled seat or radar products, the 
Company will incur significant expenses for tooling product parts and to set 
up manufacturing and/or assembly processes.  In part as a result of the 
Company's anticipated capital requirements, management is currently seeking 
to sell the IVS-TM-product line or enter into collaborative or other 
arrangements with financial or strategic corporate partners to develop the 
IVS-TM- product and its electric vehicle technologies.  No assurance can be 
given that such alternate funding sources can be obtained or will provide 
sufficient, or any, financing for the Company.  Moreover, the licensing 
agreements for the Company's current and potential future rights to licensed 
technology generally require the payment of minimum royalties.  For the 
fiscal year ended December 31, 1996, the Company paid a total of 
approximately $140,000 in royalties.  In the event the Company is unable to 
pay such royalties or otherwise breaches such licensing agreements, the 
Company would lose its rights to the technology, which would have a material 
adverse effect on the Company's business.

          In light of the foregoing, and the significant losses experienced on 
the Company's major electric vehicle contract (see 


                                       3



"Electric Vehicle Cost Overruns and Significant Contract Losses"), it is 
likely that the report of the Company's independent accountants with respect 
to the Company's financial statements as of and for the period ended December 
31, 1996 will contain an explanatory paragraph concerning the Company's 
ability to continue as a going concern without obtaining additional financing.

ELECTRIC VEHICLE COST OVERRUNS AND SIGNIFICANT CONTRACT LOSSES

          In its results for the nine months ended September 30, 1996, the 
Company reported cost overruns on the approximately $9.6 million electric 
vehicle contract now in process that resulted in the Company recording 
charges to operations for the ultimate estimated loss at completion of the 
contract of approximately $1,625,000.  The Company may continue to experience 
cost overruns on this contract due to unanticipated design and development 
problems and continuing delays in the completion of this contract, as well as 
other factors. Furthermore, the customer under the contract is entitled to 
withhold 10% of the contract price payable to the Company for a period of 
time following the final shipment and to offset such amount against any 
claims the customer may have against the Company, including any warranty 
claims.  Any such withholding and/or offset would further exacerbate the 
Company's liquidity problems.  The Company will also be obliged to fulfill 
warranty obligations on electric vehicles delivered under the contract for a 
period of one year, which may result in additional expense to the Company. 

UNCERTAIN MARKET DEMAND FOR IVS-TM-; FURTHER REFINEMENT NEEDED; POSSIBLE
DISPOSITION

          Development of the first generation IVS-TM- audio navigation 
product was completed and commercial sales commenced in December 1995.  To 
date, sales of the product have been weak due to lower than anticipated 
consumer acceptance of the product and overall market demand.  In 1995, the 
Company had pre-production orders for approximately 2,000 units.  As of 
December 31, 1996, only approximately 2,700 units had been produced and sold. 
Of such units, approximately 270 are subject to one customer's right to 
return units for a refund of approximately $77,000.  No assurance can be 
given that such units will not be returned.  Moreover, the Company believes 
that the current IVS-TM- product is not commercially viable and will require 
further development, at significant cost, in order to have a reasonable 
prospect for commercial viability, particularly with respect to sales to 
automobile manufacturers. Based upon the results to date, the strategy of 
attempting to sell the IVS-TM-product in the aftermarket is questionable.  As 
a result of weak demand for the product in its current form and the capital 
resources necessary to refine and market it, the Company is presently seeking 
to sell the IVS-TM- product line and the Company's interests in related 
technology or to find a strategic or financial


                                       4



partner to help further develop and market the IVS-TM- product.  If no such 
sale or relationship is consummated in the near future, the Company intends 
to discontinue sales and further development of the IVS-TM- and related 
technology.

POSSIBLE TERMINATION OF LICENSE OF VOICE-RECOGNITION SOFTWARE TECHNOLOGY USED IN
IVS-TM-

          The Company has failed to make advance royalty payments required by
the terms of the governing license agreement for certain voice-recognition
software technology used in the IVS-TM-.  This license may be terminated by 
either party upon a material breach of the agreement by the other party that 
remains uncured after a certain grace period. If the licensor were to 
terminate such license, in order to continue to manufacture and sell the 
IVS-TM-, the Company would either need to reach an accommodation with such 
licensor or identify and secure a license to use a substitute software 
technology, neither of which can be assured.  The adaptation of substitute 
software technology under such circumstances might result in additional 
development costs to the Company.  If the Company were unable to reach an 
accommodation with the licensor or identify and secure a substitute license, 
the Company's ability to sell the IVS-TM- product line and the Company's 
interests in related technology might be impaired.

LACK OF EXCLUSIVE LICENSES ON IVS-TM- AND HEATED AND COOLED SEATS; POTENTIAL
LOSS OF EXCLUSIVITY OF LICENSE ON RADAR FOR MANEUVERING AND SAFETY

          The Company has entered into an agreement with the IVS-TM- 
licensor, Audio Navigation Systems, LLC ("ANS"), formerly Audio Navigation 
Systems, Inc., which resolved prior differences of interpretation of the 
license agreement covering the IVS-TM- technology.  The new agreement 
provides, among other things, that ANS can produce, market and/or license 
others to make and sell products incorporating certain improvements made by 
the Company to the IVS-TM- technology that could compete directly with the 
Company's IVS-TM- product.  The Company believes that ANS may introduce a 
competitive product in 1997.  Such competition could have an adverse effect 
on the value of the Company's IVS-TM- product and on any future versions of 
such product.  The Company also lacks an exclusive license for its heated and 
cooled seat technology.  Consequently, such technology may be licensed to 
other entities, which may introduce seat products competitive with those of 
the Company.  Such competitive products may be superior to the Company's seat 
products, and such competition may have a material adverse effect on sales of 
the Company's seat products and on the business and financial condition of 
the Company.

          The Company's exclusive license from the Regents of the University of
California for the Company's radar technology 


                                       5



requires the Company to achieve commercial sales of products by the end of 
1998.  Commercial sales are defined as sales of non-prototype products to at 
least one original equipment manufacturer.  Failure to achieve commercial 
sales for a particular application will result in the loss of exclusivity of 
the license for that application, in which event the licensor will have the 
right to grant other entities a non-exclusive license for that application on 
terms no more favorable than those enjoyed by the Company.

LIMITED PROTECTION OF PATENTS AND PROPRIETARY RIGHTS; POTENTIAL DISPUTE WITH
LICENSOR OF SEAT TECHNOLOGY

          The Company believes that patents and proprietary rights have been 
and will continue to be important in enabling the Company to compete.  There 
can be no assurance that any patents will be granted or that the Company's or 
its licensors' patents and proprietary rights will not be challenged or 
circumvented or will provide the Company with any meaningful competitive 
advantages or that any pending patent applications will issue.  Furthermore, 
there can be no assurance that others will not independently develop similar 
products or will not design around any patents that have been or may be 
issued to the Company or its licensors. Failure to obtain patents in certain 
foreign countries may materially adversely affect the Company's ability to 
compete effectively in certain international markets. The Company is aware 
that an unrelated party filed a patent application in Japan on March 30, 1992 
with respect to certain improvements to the CCS technology developed by the 
Company. However, to date, this application remains subject to examination 
and therefore no patent has been issued to the party filing such application. 
 If such patent were to issue and be upheld, it could have a material adverse 
effect upon the Company's ability to sell CCS products in Japan.

          The Company has a different understanding regarding technology
improvements made by the Company than that of the licensor of certain technology
used in the Company's heated and cooled seats.  Such licensor has informed the
Company that he believes that he is entitled to a license to use any
improvements to such technology that the Company might develop.  If such
licensor were deemed to have such rights to use such improvements, such licensor
may develop and sell seat products competitive with those of the Company, which
competition may have a material adverse effect on sales of the Company's seats
and its business and financial condition generally.

          The Company also relies on trade secrets that it seeks to protect, 
in part, through confidentiality and non-disclosure agreements with 
employees, customers and other parties.  There can be no assurance that these 
agreements will not be breached, that the Company would have adequate 
remedies for any such breach or


                                       6



that the Company's trade secrets will not otherwise become known to or 
independently developed by competitors.  To the extent that consultants, key 
employees or other third parties apply technological information 
independently developed by them or by others to the Company's proposed 
projects, disputes may arise as to the proprietary rights to such information 
which may not be resolved in favor of the Company. The Company may be 
involved from time to time in litigation to determine the enforceability, 
scope and validity of proprietary rights.  Any such litigation could result 
in substantial cost to the Company and diversion of effort by the Company's 
management and technical personnel.  Additionally, with respect to licensed 
technology, there can be no assurance that the licensor of the technology 
will have the resources, financial or otherwise, or desire to defend against 
any challenges to the rights of such licensor to its patents.

LACK OF CAPITAL TO FUND PROPOSED ELECTRIC VEHICLE JOINT VENTURE; STRATEGY
UNTESTED; WRITE-OFF OF CAPITALIZED EXPENSES IN 1996 FOURTH QUARTER

          In February 1996, the Company entered into a memorandum of 
understanding (which by its terms expired on August 29, 1996) with a 
strategic partner to enter into a proposed joint venture in India to develop, 
market and/or manufacture electric vehicles.  The terms of the joint venture 
called for the Company to contribute cash in the approximate amount of $2.2 
million as well as the design and certain tooling for production of the 
electric vehicles to the joint venture in exchange for a minority equity 
stake.  The Company presently lacks the capital to make such a financial 
contribution to a joint venture entity, and currently does not propose to 
apply any of the net proceeds of the Offering for such purpose.  Accordingly, 
unless the terms of the joint venture were to be revised so as to eliminate 
or substantially reduce the Company's required capital contribution, or 
unless the Company can find a new or additional joint venture partner, the 
Company would be unable to participate in the proposed joint venture on its 
original terms.  No assurance can be given that the Company will be able to 
reduce its required capital contribution to the proposed joint venture or 
obtain additional financing for the proposed joint venture.  Furthermore, 
there can be no assurance that the Company and its proposed partner will ever 
consummate the proposed joint venture.

          Even if the Company were able to obtain sufficient funding to 
participate in the proposed joint venture in India or similar joint ventures 
in other countries, there can be no assurance that the governments of such 
countries would grant the necessary permits, authority and approvals for any 
such joint venture or similar enterprise or for the development, manufacture 
and sale of electric vehicles, that consumer interest would be sufficient or 
economic factors affecting consumer demand would be 


                                       7



favorable to make such ventures financially feasible, or that competition 
will not exist or develop that would materially adversely affect the 
financial feasibility of such ventures.  In addition, many of the Company's 
competitors in the electric vehicle market have greater financial resources 
than the Company.

          Prior to December of 1996, the Company treated certain costs 
totaling approximately $700,000 incurred in connection with prototype 
development in anticipation of the formation of the Indian joint venture as 
capitalized expenses.  Because the joint venture may not be viable, the 
Company will treat such costs as current period expenses in December of 1996. 
Such expenses will increase losses during the fourth quarter of 1996 by 
approximately $700,000.  See "Potential Charges to Income."

RESTATEMENT OF 1996 1ST QUARTER AND 2ND QUARTER FINANCIAL RESULTS

          On October 24, 1996, the Company filed two Forms 10Q/A amending the 
Company's quarterly reports on Form 10-Q for the periods ended March 31, 1996 
and June 30, 1996, respectively, to adjust revenues and expenses associated 
with development contracts.  In the six months ended June 30, 1996, these 
adjustments resulted in a decrease in revenues from development contracts of 
$1,500,000 and a decrease in expenses related to direct development contract 
costs of $570,000, which caused an increased operating loss and net loss of 
$930,000.  Net loss per share for such period increased by $.23.  The 
decrease in revenues from development contracts for the six months ended June 
30, 1996 consisted of approximately $800,000 related to errors in the 
calculation of the revenue recognized under the Company's major electrical 
vehicle development contract.  The correction of these errors also resulted 
in an increase in direct development contract costs of approximately $130,000 
for the six months ended June 30, 1996.  The remaining decrease in 
development contract revenue of approximately $700,000 related to the 
reversal of $700,000 in revenue and an equal amount of associated contract 
costs recognized prior to the finalization of the Company's proposed joint 
venture in India and related contracts therefrom.  The $700,000 in costs were 
recorded as deferred contract costs. See "Lack of Capital to Fund Proposed 
Electric Vehicle Joint Venture; Strategy Untested; Write-off of Capitalized 
Expenses in 1996 Fourth Quarter."

DEPENDENCE ON AND STRAINED RELATIONS WITH VENDORS AND SUPPLIERS

          The Company is dependent on various vendors and suppliers for the
components of its products.  Although the Company believes that there are a
number of alternative sources for most of these components, certain components
are only available from a limited number of suppliers.  Due to the Company's
recent cash shortfalls, the Company has been unable to pay most of its 
vendors and suppliers on a timely basis.

                                       8



As a result, the Company believes that its relations with many of its vendors 
and suppliers may be strained.  Many of such vendors and suppliers will no 
longer extend trade credit to the Company.  There can be no assurance that 
any of such vendors and suppliers will not limit or cease doing business with 
the Company in the future or further alter the terms on which they do 
business with the Company.  The loss of any significant supplier, in the 
absence of a timely and satisfactory alternative arrangement, or an inability 
to obtain essential components on reasonable terms or at all, could 
materially adversely affect the Company's business and operations.  The 
Company's business and operations could also be materially adversely affected 
by delays in deliveries from suppliers.

DEFAULT UNDER BANK CREDIT LINE

          The Company has a secured line of credit from a commercial bank to 
borrow funds based on costs incurred and billings made under a major electric 
vehicle development contract.  The Company has experienced significant delays 
and cost overruns under such electric vehicle contract, which may delay or 
impair the Company's ability to collect the remaining payments due under this 
contract.  See "Electric Vehicle Cost Overruns and Significant Contract 
Losses." The line of credit is secured by a security interest in all of the 
Company's personal property, including, but not limited to, all accounts 
receivable, equipment, inventory and general intangibles.  As of January 30, 
1997, the Company had approximately $1,200,000 outstanding (including accrued 
interest) under the secured line of credit.  The Company intends to use part 
of the proceeds of the Offering to repay all amounts due under the line of 
credit. The line of credit expired by its terms but has been extended orally 
until February 28, 1997. The Company has sought, and the Bank has advised the 
Company that it will soon deliver, a written extension to such date. However, 
the delivery of such a written extension cannot be assured.

          The Company has breached certain financial covenants under the line 
of credit, which default entitles the bank to declare all sums outstanding 
under the line of credit immediately due and payable.  Any exercise by the 
bank of its rights and remedies under the line of credit prior to the 
repayment of all amounts due thereunder would have a material adverse effect 
on the Company. However, the bank has agreed orally to forbear until February 
28, 1997 from exercising its rights and remedies with respect to the Company's 
breaches of the financial covenants.  The Company has sought, and the bank 
has advised the Company that it will soon deliver, a written forebearance to
such date. However, the delivery of a written forbearance to such date cannot 
be assured. The Company has agreed that it will not be entitled to make any 
further borrowings under the line of credit.


                                       9



LEGAL PROCEEDINGS

          HBI Financial Inc. ("HBI"), and DDJ Capital Management LLC ("DDJ"), 
each major shareholders of the Company, have threatened various claims 
against the Company and its directors and officers arising out of the 
December 1995 private placement by the Company of 750,000 shares of Class A 
Common Stock.  In general, they allege that the Company provided misleading 
projections and failed to disclose certain information in connection with 
such private placement.  The Company believes these allegations to be without 
merit.  While, to the Company's knowledge, HBI and DDJ have commenced no 
legal action against the Company in connection with such claims, no assurance 
can be given that they will not do so in the future.  If they were to 
commence such legal action, the Company would be forced to defend such action 
and/or settle with them, the costs of which defense and/or any resulting 
liability or settlement could have a material adverse effect on the Company's 
financial condition.  John W. Clark, a director of the Company, is a general 
partner of an affiliate of HBI.

          The Company is subject to other litigation in the ordinary course of
its business, none of which is expected to have a material adverse effect on the
Company.

LIMITED MARKETING CAPABILITIES; UNCERTAINTY OF MARKET ACCEPTANCE

          Because of the sophisticated nature and early stage of development of
its products, the Company will be required to educate potential customers and
successfully demonstrate that the merits of the Company's products justify the
costs associated with such products.  In certain cases, the Company will likely
encounter resistance from customers reluctant to make the modifications
necessary to incorporate the Company's products into their products or
production processes.  In some instances, the Company may be required to rely on
its distributors or other strategic partners to market its products.  The
success of any such relationship will depend in part on the other party's own
competitive, marketing and strategic considerations, including the relative
advantages of alternative products being developed and/or marketed by any such
party.  There can be no assurance that the Company will be able to market its
products properly so as to generate meaningful product sales.

SPECIAL FACTORS APPLICABLE TO THE AUTOMOTIVE INDUSTRY IN GENERAL

          The automobile industry is cyclical and dependent on consumer 
spending.  The Company's future sales may be subject to the same cyclical 
variations as the automotive industry in general.  There have been recent 
reports of declines in sales of automobiles on a worldwide basis, and there 
can be no assurance that continued or increased declines in automobile 
production would not have a 


                                       10



material adverse effect on the Company's business or prospects. Additionally, 
automotive customers typically reserve the right to unilaterally cancel 
contracts completely or to require unilateral price reductions.  Although 
they generally reimburse companies for actual out-of-pocket costs incurred 
with respect to the particular contract up to the point of cancellation, 
these reimbursements typically do not cover costs associated with acquiring 
general purpose assets such as facilities and capital equipment, and may be 
subject to negotiation and substantial delays in receipts by the Company.  
Any unilateral cancellation of, or price reduction with respect to, any 
contract that the Company may obtain could reduce or eliminate any financial 
benefits anticipated from such contract and could have a material adverse 
effect on the Company's financial condition and results of operations.

DEPENDENCE ON KEY PERSONNEL; NEED TO RETAIN TECHNICAL PERSONNEL

          The Company's success will depend to a large extent upon the 
continued contributions of Lon E. Bell, Ph.D., Chief Executive Officer, 
President and Chairman of the Board of Directors and the founder of the 
Company, and Joshua M. Newman, Vice President of Corporate Development and 
Planning and a Director. The Company has obtained key-person life insurance 
coverage in the amount of $2,000,000 on the life of Dr. Bell and in the 
amount of $1,000,000 on the life of Mr. Newman.  Neither Dr. Bell nor Mr. 
Newman is bound by an employment agreement with the Company.  The loss of the 
services of Dr. Bell, Mr. Newman or any of the Company's executive personnel 
could materially adversely affect the Company.  The success of the Company 
will also depend, in part, upon its ability to retain qualified engineering 
and other technical and marketing personnel.  There is significant 
competition for technologically qualified personnel in the geographical area 
of the Company's business and the Company may not be successful in recruiting 
or retaining sufficient qualified personnel.

POTENTIAL CHARGES TO INCOME

          In connection with the Company's initial public offering completed 
in 1993, the Escrow Shares were placed (and currently remain) in an escrow 
account, and are subject to release to the beneficial owners of such shares 
in the event the Company attains certain pre-tax income goals.  In the event 
any Escrow Shares are released to persons who are current or former officers 
or other employees of the Company, compensation expense will be recorded for 
financial reporting purposes.  Accordingly, in the event of the release of 
the Escrow Shares from escrow, the Company will recognize during the periods 
in which the earnings thresholds are met or are probable of being met one or 
more substantial non-cash charges which would have the effect of 
substantially increasing the Company's loss or reducing or eliminating 
earnings, if any, at such time. Although the amount of compensation expense 
recognized by 


                                       11



the Company will not affect the Company's total shareholders' equity or 
reduce its working capital, it may have a depressive effect on the market 
price of the Company's securities. The Company also expects to incur a 
non-recurring charge to operations in each fiscal quarter up to and including 
the fiscal quarter in which the closing of the Offering occurs relating to 
the repayment of the promissory notes (the "Bridge Notes") issued in 
connection with the Bridge Financing and associated costs of their issuance 
the aggregate amount of which, together with the charge the Company will 
incur upon repayment of the Bridge Notes, will be approximately $500,000. In 
addition, during the fourth quarter of 1996, the Company will incur a charge 
of approximately $700,000 related to costs incurred in connection with the 
Company's proposed Indian joint venture. See "Lack of Capital to Fund 
Proposed Electric Vehicle Joint Venture; Strategy Untested; Write-off of 
Capitalized Expenses in 1996 Fourth Quarter."

DEPENDENCE ON GRANTS; GOVERNMENT AUDITS OF GRANTS

          For the year ended December 31, 1995, and for the nine months ended 
September 30, 1996, the Company received a total of $1,469,000 and 
$1,454,000, respectively, in Federal and state government grants to fund the 
Company's development of various of its products, including electric 
vehicles. As a result of budgetary pressures, fewer Federal and state grants 
of the kind obtained by the Company in the past are available and those that 
are available are increasingly difficult to obtain. No assurance can be given 
as to whether the Company will be able to obtain any such grants in the 
future.

          The Company's grants are subject to periodic audit by the granting
government authorities for the purpose of confirming, among other things,
progress in development and that grant moneys are being used and accounted for
as required by the granting authority.  If, as a result of any such audit, a
granting authority were to disallow expenses submitted for reimbursement, such
authority could seek recovery of such funds from the Company.  The Company is
not aware of any pending or threatened audits with respect to the Company's
grants and does not have any reason to believe that any grant moneys have been
applied in a manner inconsistent with grant requirements or that any grant
audits are otherwise warranted or likely.  However, no assurance can be given
that any such audits will not be commenced in the future or that, if commenced,
any such audits would not result in an obligation of the Company to reimburse
funds to the granting authority.

FLUCTUATIONS IN QUARTERLY RESULTS; SIGNIFICANT DECLINE IN REVENUES EXPECTED;
POSSIBLE VOLATILITY OF STOCK PRICE

          Factors such as announcements by the Company of quarterly variations
in its financial results, or unexpected losses, could 


                                       12



cause the market price of the Class A Common Stock of the Company to 
fluctuate significantly.  The results of operations in previous quarters have 
been partially dependent on large grants, orders and development contracts, 
which may not recur in the future.  In addition, the Company's quarterly 
operating results may fluctuate significantly in the future due to a number 
of other factors, including timing of product introductions by the Company 
and its competitors, availability and pricing of components from third 
parties, timing of orders, foreign currency exchange rates, technological 
changes and economic conditions generally.  Development contract revenues are 
expected to decline significantly in the next two fiscal quarters because the 
activity on the Company's major electric vehicle development contract is 
expected to diminish during the fourth quarter of 1996 and ultimately 
conclude at the end of 1996 with no replacement contract presently scheduled 
to follow.  In recent years, the stock markets in general, and the share 
prices of technology companies in particular, have experienced extreme 
fluctuations.  These broad market and industry fluctuations may adversely 
affect the market price of the Class A Common Stock.  In addition, failure to 
meet or exceed analysts' expectations of financial performance may result in 
immediate and significant price and volume fluctuations in the Class A Common 
Stock.

POTENTIAL CONFLICTS OF INTEREST

          Affiliates of Lon E. Bell, Ph.D., Chief Executive Officer, 
President, Chairman of the Board of Directors, founder and a principal 
shareholder of the Company, are parties to certain business contracts and 
arrangements with the Company.  These contracts and arrangements include the 
Company's lease of a manufacturing and office facility located in Alameda, 
California from CALSTART, a non-profit research and development consortium 
co-founded by Dr. Bell, several management contracts pursuant to which the 
Company manages certain electric vehicle grant programs obtained by CALSTART 
and an engineering design services contract pursuant to which the Company 
periodically engages Adaptrans, an entity owned by David Bell, Dr. Bell's 
son, to provide assistance with the Company's development of its electric 
vehicle Energy Management System.  In addition, Dr. Bell has extended a 
$200,000 working capital loan to the Company, which loan is payable on 
demand, as well as a $100,000 working capital loan that is due and payable 
on the earlier of March 1, 1997 or the day after the completion of the 
Offering.  These relationships and transactions, coupled with Dr. Bell's 
ownership of a significant percentage of the Company's Class A Common Stock 
and his membership on the Board of Directors, could give rise to conflicts of 
interest. The Company believes that such affiliate transactions are on terms 
no less favorable to the Company than those that could have been obtained 
from unaffiliated third parties.

          John W. Clark, a director of the Company, is a general partner of 
an affiliate of HBI.  HBI and DDJ, each major 


                                       13



shareholders of the Company, have threatened various claims against the 
Company and its directors and officers arising out of the December 1995 
private placement by the Company of 750,000 shares of Class A Common Stock.  
See "Legal Proceedings."  While to the Company's knowledge neither HBI nor 
DDJ has commenced any legal action against the Company, no assurance can be 
given that any such legal action will not be commenced in the future.  The 
relationship of Mr. Clark with HBI, coupled with the fact that he is a member 
of the Company's Board of Directors, could give rise to conflicts of interest.

RISK OF FOREIGN SALES

          A substantial percentage of the Company's revenues to date have 
been from sales to foreign countries. Accordingly, the Company's business is 
subject to many of the risks of international operations, including 
governmental controls, tariff restrictions, foreign currency fluctuations and 
currency control regulations. However, substantially all sales to foreign 
countries have been denominated in U.S. dollars. As such, the Company's 
historical net exposure to foreign currency fluctuations has not been 
material. No assurance can be given that future contracts will be denominated 
in U.S. dollars, however.

POSSIBLE DELISTING OF SECURITIES FROM THE NASDAQ STOCK MARKET

          While the Company's Class A Common Stock is currently listed on the 
Nasdaq SmallCap Market and the Class A Warrants meet the current Nasdaq 
listing requirements and are expected to be initially listed on Nasdaq, there 
can be no assurance that the Company will meet the criteria for continued 
listing. Continued inclusion on the Nasdaq generally requires that (i) the 
Company maintain at least $2,000,000 in total assets and $1,000,000 in 
capital and surplus, (ii) the minimum bid price of the Common Stock be $1.00 
per share, (iii) there be at least 100,000 shares in the public float valued 
at $200,000 or more, (iv) the Common Stock have at least two active market 
makers and (v) the Common Stock be held by at least 300 holders. Nasdaq has 
recently proposed certain modifications to the listing requirements that 
would make them even more stringent. Pursuant to such proposed modifications, 
continued inclusion on the Nasdaq would require that (i) the Company maintain 
(A) net tangible assets (defined as total assets less total liabilities and 
goodwill) of at least $2,000,000, (B) net income of $500,000 in two of the 
last three years, or (C) market capitalization of at least $35,000,000, (ii) 
the minimum bid price of the Common Stock be $1.00 per share, (iii) there be 
at least 500,000 shares in the public float valued at $1,000,000 or more, 
(iv) the Common Stock have at least two active market makers and (v) the 
Common Stock be held by at least 300 holders.

          If the Company is unable to satisfy Nasdaq's maintenance 


                                       14



requirements, its securities may be delisted from Nasdaq.  In such event, 
trading, if any, in the Class A Common Stock and Class A Warrants would 
thereafter be conducted in the over-the-counter market in the so-called "pink 
sheets" or on the NASD's "Electronic Bulletin Board."  Consequently, the 
liquidity of the Company's securities could be impaired, not only in the 
number of securities which could be bought and sold, but also through delays 
in the timing of transactions, reduction in security analysts' and the news 
media's coverage of the Company and lower prices for the Company's securities 
than might otherwise be attained.

RISKS OF LOW-PRICED STOCK

          If the Company's securities were delisted from Nasdaq (See 
"Possible Delisting of Securities from the Nasdaq Stock Market"), they could 
become subject to Rule 15g-9 under the Securities Exchange Act of 1934, which 
imposes additional sales practice requirements on broker-dealers which sell 
such securities to persons other than established customers and "accredited 
investors" (generally, individuals with net worths in excess of $1,000,000 or 
annual incomes exceeding $200,000, or $300,000 together with their spouses). 
For transactions covered by this rule, a broker-dealer must make a special 
suitability determination for the purchaser and have received the purchaser's 
written consent to the transaction prior to sale.  Consequently, such rule 
may adversely affect the ability of broker-dealers to sell the Company's 
securities and may adversely affect the ability of purchasers in the Offering 
to sell in the secondary market any of the securities acquired hereby.

          Commission regulations define a "penny stock" to be any non-Nasdaq
equity security that has a market price (as therein defined) of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.  For any transaction involving a penny stock, unless exempt,
the rules require delivery, prior to any transaction in a penny stock, of a
disclosure schedule prepared by the Commission relating to the penny stock
market.  Disclosure is also required to be made about commissions payable to
both the broker-dealer and the registered representative and current quotations
for the securities.  Finally, monthly statements are required to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

          The foregoing required penny stock restrictions will not apply to 
the Company's securities if such securities are listed on Nasdaq and have 
certain price and volume information provided on a current and continuing 
basis or meet certain minimum net tangible assets or average revenue 
criteria.  There can be no assurance that the Company's securities will 
qualify for exemption from these restrictions.  In any event, even if the 
Company's securities were 


                                       15



exempt from such restrictions, they would remain subject to Section 15(b)(6) 
of the Exchange Act, which gives the Commission the authority to prohibit any 
person that is engaged in unlawful conduct while participating in a 
distribution of a penny stock from associating with a broker-dealer or 
participating in a distribution of a penny stock, if the Commission finds 
that such a restriction would be in the public interest.  If the Company's 
securities were subject to the rules on penny stocks, the market liquidity 
for the Company's securities could be severely adversely affected.

                                       16



                                   SIGNATURES

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

Dated:  January 30, 1997                AMERIGON INCORPORATED

                                        By   /s/  R. John Hamman, Jr.
                                        Its  Vice President