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




      Date of report (Date of earliest event reported)    April 28, 1997   
                                                       --------------------

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


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



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


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


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          (Former Name or Former Address, if Changed Since Last Report)



ITEM 5.   OTHER EVENTS

          On April 28, 1997, Amerigon Incorporated (the "Company") reported 1997
first quarter results for the period ended March 31, 1997.

          Revenues for the first quarter of 1997 decreased by $2,658,000, or 
approximately 87%, to $396,000, from $3,054,000 for the quarter ended March 
31, 1996.  The decrease in revenues is due principally to the fact that the 
Company substantially completed work on its major electric vehicle 
development contract with Samsung Heavy Industries Co., Ltd., Kihung R&D 
Center and its corporate affiliates prior to the first quarter of 1997 and 
did not obtain any replacement development contracts during the first quarter 
of 1997.

          The Company reported a first quarter 1997 net loss of $1,941,000, 
or a loss of $.30 per share, compared with a net loss of $620,000, or a loss 
of $.15 per share, reported for the year ago first quarter.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

          The following exhibits are filed as part of this Report:

          99.1      Condensed Balance Sheet of Amerigon Incorporated as of
                    March 31, 1997 (unaudited), and December 31, 1996; and 

          99.2.     Condensed Statement of Operations (unaudited) of Amerigon
                    Incorporated for the three months ended March 31, 1997.


                                        2



                                   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: April 28, 1997              AMERIGON INCORPORATED


                                   By /s/ Lon E. Bell
                                   -------------------------------------
                                   Its Chairman of the Board and 
                                   Chief Executive Officer

 


                                                                    EXHIBIT 99.1


                              AMERIGON INCORPORATED
                        (A DEVELOPMENT STAGE ENTERPRISE)

                             CONDENSED BALANCE SHEET
                        (IN THOUSANDS, EXCEPT SHARE DATA)


                                                       DECEMBER 31,   MARCH 31,
                                                           1996         1997    
                                                       ------------  -----------
                   ASSETS                                           (UNAUDITED)
Current Assets:
   Cash and cash equivalents                              $   203      $11,741
   Accounts receivable less allowance of $80                1,188        1,809
   Unbilled revenue                                         1,157          242
   Inventories, primarily raw materials                        20           20
   Prepaid expenses and other assets                          744          215
                                                      ------------  -----------
      Total current assets                                  3,312       14,027

   Property and Equipment, net                                610          543
                                                      ------------  -----------
      Total Assets                                        $ 3,922      $14,570
                                                      ------------  -----------
                                                      ------------  -----------

     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:                                                           
   Accounts payable                                       $ 1,567      $   509
   Deferred revenue                                           154          239
   Accrued liabilities                                        519          618
   Note payable to shareholder                                200            -
   Loan and Debentures payable                              3,000            -
   Bank loan payable                                        1,187            -
                                                      ------------  -----------
      Total current liabilities                             6,627        1,366
                                                      ------------  -----------
Long Term Portion of Lease Liability                           43           39
                                                      ------------  -----------

Shareholders' Equity:
   Preferred stock, no par value; 5,000,000 shares
      authorized, none issued and outstanding
   Common stock:
      Class A -no par value; 40,000,000 shares 
        authorized, 9,542,500, and 4,069,000 issued 
        and outstanding at March 31, 1997, and 
        December 31, 1996, respectively 
        (An additional 3,000,000 shares held 
        in escrow)                                        17,321       28,408
      Class B -no par value; 3,000,000 shares 
        authorized, none issued and outstanding
   Class A Warrants                                            -        6,767
   Contributed capital                                     3,115        3,115
   Deficit accumulated during development stage          (23,184)     (25,125)
                                                     ------------  -----------
         Total shareholders' equity                       (2,748)      13,165
                                                     ------------  -----------
         Total Liabilities and Shareholders' Equity      $ 3,922      $14,570
                                                     ------------  -----------
                                                     ------------  -----------


                                        

 


                                                                    EXHIBIT 99.2


                              AMERIGON INCORPORATED
                        (A DEVELOPMENT STAGE ENTERPRISE)

                        CONDENSED STATEMENT OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)


                                                                 APRIL 23, 1991
                                               THREE MONTHS        (INCEPTION)
                                              ENDED MARCH 31,      TO MARCH 31,
                                            1996         1997          1997
                                           ------       ------   ---------------
                                                (UNAUDITED)        (UNAUDITED)
Revenues:
Development contracts and 
  related grants                           $3,054         $384       $16,313
Grants                                          -           12         6,168
                                          -------      -------       -------
  Total revenues                            3,054          396        22,481
                                          -------      -------       -------

Costs and Expenses:
  Direct development contract and
    related grant costs                     2,771          869        19,187
  Direct grant costs                            -           28         4,760
  Research and development                    384          256         9,043
  Selling, general and administrative,
    including reimbursable expenses           555          794        14,581
                                          -------      -------       -------
      Total Costs and Expenses              3,710        1,947        47,571

                                          -------      -------       -------
Operating Loss                               (656)      (1,551)      (25,090)

Interest Income                                36           67           633
Interest Expense                                          (117)         (328)

                                          -------      -------       -------
Net Loss Before Extraordinary Item           (620)      (1,601)      (24,785)
Extraordinary Loss on 
    Extinguishment of Debt                      -          340           340
                                          -------      -------       -------
Net Loss                                    ($620)     ($1,941)     ($25,125)
                                          -------      -------       -------
                                          -------      -------       -------

Net Loss Per Share Before
  Extraordinary Item                       ($0.15)      ($0.25)
                                          -------      -------
                                          -------      -------

Net Loss Per Share                         ($0.15)      ($0.30)
                                          -------      -------
                                          -------      -------

Weighted Average Number 
  Of Shares Outstanding                     4,050        6,488
                                          -------      -------
                                          -------      -------