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December 20, 2001
BY FAX (202) 942-9533
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Withdrawal of Amerigon Incorporated's Registration
Statement on Form S-3 (File No. 333-74526)
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as
amended, Amerigon Incorporated, a California corporation (the
"Company"), hereby requests the withdrawal of its Registration
Statement on Form S-3 (No. 333-74526), filed with the Securities
and Exchange Commission on December 4, 2001 (the "Registration
Statement"). This application for withdrawal is made because the
Company has decided not to proceed with the rights offering which
was the subject of the Registration Statement due to timing
considerations. No securities were offered or sold in
connection with the rights offering to which the Registration
Statement related.
Pursuant to Rule 477(c), the Company hereby advises the
Commission that the Company may undertake a subsequent private
offering in reliance on Rule 155(c) under the Securities Act.
The Company also requests in accordance with Rule 457(p)
under the Act that all fees paid to the Commission in
connection with the filing of the Registration Statement be
credited for future use for the Company's account.
If you have any questions regarding this letter, please
contact Company's counsel, John A. Laco of O'Melveny & Myers LLP,
at (213) 430-6544.
Amerigon Incorporated
By: /s/ Sandra L. Grouf
Sandra L. Grouf
Chief Financial Officer
cc: Max A. Webb
Kim Mazur
John A. Laco, Esq., O'Melveny & Myers LLP