SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


   
                                 AMENDMENT NO. 1
                                       TO
                                    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): July 22, 1997



                              AMERIGON INCORPORATED
                              ---------------------
              (Exact name of registrant as specified in it charter)



         California                 0-21810                   95-4318554
- -------------------------------------------------------------------------------
      (State or other       (Commission File Number)       (I.R.S. Employer
      jurisdiction of                                     Identification No.)
     incorporation or
       organization)


5462 Irwindale Avenue, Irwindale, California                     91706
- --------------------------------------------------        ------------------
 (Address of principal executive offices)                     (Zip Code)



   
Item 2 of Amerigon Incorporated's Current Report on Form 8-K filed with the 
Securities and Exchange Commission on August 6, 1997 is hereby amended and 
restated in its entirety as follows:
    

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

     As of July 22, 1997, Amerigon Incorporated (the "Company") entered into 
a definitive joint venture agreement with Yazaki Corporation, a Japanese 
Company, pursuant to which IVS, Inc., a newly formed joint venture company 
incorporated in California, is to develop and market the Company's 
Interactive Voice System ("IVS-TM-") in the automotive aftermarket. A copy of 
the joint venture agreement is filed as Exhibit 2.1 hereto and incorporated 
herein by this reference. The information set forth below is qualified in its 
entirety by reference to the joint venture agreement.

   
     Under the terms of the joint venture agreement, the Company assigned 
to IVS, Inc. all of its assets relating to the IVS-TM-, including 
transferable licenses, designs and know-how, as well as certain equipment and 
IVS-TM- inventory. Yazaki acquired a majority interest in IVS, Inc., with the 
Company retaining a minority interest in such joint venture. The Company also 
received from IVS, Inc. under the joint venture agreement the cash sum of 
$1,000,000, and is further entitled under the joint venture agreement to 
receive an additional cash sum of $1,000,000 from IVS, Inc. on or before July 
22, 1998. The joint venture agreement contemplates that Yazaki will provide 
the capital necessary to fund IVS, Inc.'s business strategy. Other than its 
minority equity interest in IVS, Inc., the Company has no further continuing 
interest in the IVS-TM- technology or products. It is anticipated that Joshua 
M. Newman, a former director and officer of the Company, will serve as a 
business consultant to IVS, Inc. and receive compensation in connection with 
the joint venture.
    

   
    




                                  SIGNATURES

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, thereunto duly authorized.


                                      Amerigon Incorporated
                                      ---------------------
                                            Registrant


Date: August 6, 1997

                                      By: /s/ Scott O. Davis
                                          ----------------------------
                                          Scott O. Davis
                                          Vice President Finance and
                                          Chief Financial Officer