SCHEDULE 14C INFORMATION

            Information Statement Pursuant to Section 14(c) of the
                        Securities Exchange Act of 1934
                               (Amendment No.  )

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                                              Rule 14c-5(d)(2))

                             AMERIGON INCORPORATED
               (Name of Registrant as Specified In Its Charter)

  (Name of Person(s) Filing Information Statement, if other than Registrant)

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                             Amerigon Incorporated
                             5462 Irwindale Avenue
                              Irwindale, CA 91706

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

                 INFORMATION STATEMENT PURSUANT TO SECTION 14C
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

   This Information Statement is provided by the Board of Directors of Amerigon
Incorporated, a California corporation (the "Company"), to all holders of
capital stock of the Company in connection with the shareholder approval
obtained by written consent authorizing an amendment to the Company's Articles
of Incorporation to effect an increase in the authorized number of shares of
the Company's common stock, no par value (the "Common Stock"), from 20,000,000
to 30,000,000 (the "Amendment").

   The Board of Directors and persons owning the majority of the outstanding
Common Stock and Series A Preferred Stock of the Company have adopted, ratified
and approved a resolution to effect the Amendment. In accordance with the
regulations of the Securities and Exchange Commission (the "Commission"), the
shareholders' consent will become effective approximately 21 days following the
distribution of this Information Statement to the Company's shareholders. It is
expected that the Amendment will become effective on or about May 17, 2002.

   WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.

   The Company's principal executive office address is 5462 Irwindale Avenue,
Irwindale, California 91706. This Information Statement will be mailed to the
Company's shareholders on or about April 26, 2002.

                                       1


                                  INTRODUCTION

                                    GENERAL

   On November 30, 2001, the Board of Directors of the Company approved,
subject to shareholder approval, an amendment to the Company's Articles of
Incorporation to effectuate an increase in the authorized shares of Common
Stock from 20,000,000 to 30,000,000. On February 25, 2002, the proposal was
approved by the written consent of a majority of the issued and outstanding
shares of Common Stock voting separately as a class and a majority of the
issued and outstanding shares of Common Stock and shares of Common Stock
issuable upon conversion of the Series A Preferred Stock voting together. A
copy of the proposed amendment to the Articles of Incorporation is attached to
this Information Statement as Appendix A. The record date for the shareholder
approval is February 25, 2002. As of that record date, the Company had issued
and outstanding 10,771,230 shares of Common Stock held by approximately 225
holders of record and 5,373,134 shares of Common Stock issuable upon conversion
of the Series A Preferred Stock held by two holders of record.

   The Amendment was approved by the written consent of the holders of
5,687,302 shares of Common Stock, representing approximately 52.8% of the
issued and outstanding shares of Common Stock voting separately as a class. The
holders of 5,373,134 shares of Common Stock issuable upon conversion of the
Series A Preferred Stock also approved the Amendment by written consent.
Accordingly, the Amendment was approved by written consent of approximately
68.5% of the issued and outstanding shares of Common Stock and shares of Common
Stock issuable upon conversion of the Series A Preferred Stock voting together.

   There will not be a meeting of shareholders and none is required under the
California Corporations Code ("CCC") because this action has been approved by
the written consent of the holders of a majority of the issued and outstanding
Common Stock voting separately as a class and a majority of the issued and
outstanding shares of Common Stock and shares of Common Stock issuable upon
conversion of the Series A Preferred Stock voting together. Under Section 603
of the CCC, we are required to provide notice of the taking of corporate action
without a meeting to our shareholders of record who have not consented in
writing to this action. This Information Statement is intended to provide you
with the required notice.

               AMENDMENT TO INCREASE NUMBER OF AUTHORIZED SHARES

   The Board of Directors believes that it is advisable and in the Company's
best interests to have available additional authorized shares of Common Stock
in an amount adequate to provide for the Company's future needs. This will be
achieved by increasing the number of authorized shares of Common Stock from
20,000,000 to 30,000,000. The Company recently completed a private placement of
6,053,970 shares of Common Stock and warrants to purchase an additional
3,576,990 shares of Common Stock. After giving effect to the private placement,
the Company had issued and outstanding 10,771,230 shares of Common Stock and
5,373,134 shares of Common Stock issuable upon conversion of the outstanding
shares of the Series A Preferred Stock. The Amendment will enable the Company
to have a sufficient number of authorized shares of Common Stock to satisfy the
conversion rights of the holders of the Series A Preferred Stock and other
outstanding stock options and warrants and provide the Company with additional
authorized but unissued shares of Common Stock for future use. Big Beaver
Investments LLC and Westar Capital II LLC are the two holders of the Series A
Preferred Stock. Oscar B. Marx III, the chief executive officer and a director,
Paul Oster, a director, and John W. Clark, a director, each may be deemed to
have a direct or indirect interest in the Amendment because of their
relationship with the holders of the Series A Preferred Stock.

   The Company may from time-to-time consider acquisitions or other
transactions, including raising additional capital, that may require further
issuance of shares of Common Stock. Currently, there are no definitive
agreements at this time respecting any merger or consolidation with or
acquisition of another business, or the sale or liquidation of the Company or
its business. The Company believes, however, that the increase in the number of
authorized shares of Common Stock is in the best interest of the Company and
its shareholders because additional shares of Common Stock will provide the
Company with additional authorized

                                       2


but unissued shares of Common Stock that may be used for future acquisitions or
when raising additional capital. Because of the Board of Directors' discretion
in connection with an issuance of additional shares of Common Stock, the Board
of Directors may, under certain circumstances, possess timing and other
advantages in responding to a tender offer or other attempt to gain control of
the Company, which may make such attempts more difficult and less attractive.
For example, issuance of additional shares would increase the number of shares
outstanding and could necessitate the acquisition of a greater number of shares
by a person making a tender offer and could make such acquisition more
difficult since the recipient of such additional shares may favor the incumbent
management. Moreover, these advantages give the Board of Directors the ability
to provide any such holders with a veto power over actions proposed to be taken
by the holders of Common Stock. This could have the effect of insulating
existing management from removal, even if it is in the best interest of the
common shareholders. The Company is not aware of any existing or threatened
efforts to obtain control of the Company.

                           VOTE REQUIRED FOR APPROVAL

   Sections 902 and 903 of the CCC provide the procedures and requirements to
effect an amendment to the Articles of Incorporation to increase the number of
authorized shares of a security after shares have been issued. Pursuant to
Sections 902 and 903 of the CCC, a proposed amendment to increase the aggregate
number of authorized shares must be adopted by the Board of Directors and
submitted to shareholders at a special or annual meeting and approved by a
majority of the outstanding voting securities of the class of shares proposed
to be increased.

   In addition, Section 5 of the Certificate of Determination of Rights,
Preferences and Privileges of the Series A Preferred Stock provides that the
holders of the Series A Preferred Stock have the right to one vote for each
share of Common Stock into which each Series A Preferred Stock could be
converted, and, with respect to such vote, have full voting rights and powers
equal to the voting rights and powers of the holders of Common Stock, and have
the right to vote, together with the holders of Common Stock, with respect to
any question upon which the holders of Common Stock have the right to vote.

   Section 603 of the CCC provides that any action required to be taken at a
special or annual meeting of the shareholders may be taken by written consent,
in lieu of a meeting, if the consent is signed by holders of outstanding shares
having not less than the minimum number of votes necessary to authorize any
such action at a meeting at which all shares entitled to vote were present and
voted.

   The Board of Directors and persons owning and having voting power in excess
of 50% of the issued and outstanding Common Stock voting separately as a class
and in excess of 50% of the issued and outstanding shares of Common Stock and
shares of Common Stock issuable upon conversion of the Series A Preferred Stock
voting together, have adopted, ratified and approved the change in the
authorized shares of the Company. No further votes are required or necessary to
effect the proposed amendment.

   The securities that would have been entitled to vote if a meeting were
required to be held to amend the Company's Articles of Incorporation consist of
10,771,230 shares of Common Stock issued and outstanding on February 25, 2002
and 5,373,134 shares of Common Stock issuable upon conversion of the Series A
Preferred Stock outstanding on February 25, 2002, the record date for
determining shareholders who would have been entitled to notice of and to vote
on the proposed amendment to the Articles of Incorporation.

                         ABSENCE OF DISSENTERS' RIGHTS

   No dissenters' or appraisal rights are available to our shareholders under
the CCC in connection with the Amendment.

                                       3


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The table below sets forth certain information regarding the beneficial
ownership of the Common Stock and the Series A Preferred Stock as of the record
date by (1) each person who is known by the Company to own beneficially more
than 5% of the outstanding shares of Common Stock; (2) each director and/or
nominee for director; (3) each of the executive officers of the Company listed
in the Executive Compensation Table in the Company's Proxy Statement dated May
2, 2001; and (4) all executive officers and directors of the Company as a
group. Beneficial ownership includes any shares which a person has the right to
acquire within 60 days after the record date. Except as otherwise noted, each
person has sole voting power and investment power with respect to all shares of
capital stock listed as owned by such person.



                           Common Stock:
                               Amount                 Series A Preferred:
                            Beneficially              Amount Beneficially
                          Owned and Nature            Owned and Nature of
  Name and Address of      of Beneficial   Percent of     Beneficial      Percent of
  Beneficial Owner(1)        Ownership      class(2)       Ownership        Class
  -------------------     ---------------- ---------- ------------------- ----------
                                                              
Big Beaver Investments
 LLC(3).................     5,826,890        39.6%          4,500(21)        50%(22)
Westar Capital II,
 LLC(4).................     2,919,901        21.6%          4,500(21)        50%(22)
Special Situations Fund
 III, L.P.(5)(23).......     2,800,050        23.9%              0             *
Special Situations
 Private Equity Fund,
 L.P.(6)(23)............     1,399,950        12.4%              0             *
Special Situations
 Cayman Fund,
 L.P.(7)(23)............       850,050         7.6%              0             *
MicroCapital Fund
 LP(8)(24)..............       590,502         5.4%              0             *
MicroCapital Fund
 Ltd.(9)(24)............       469,700         4.3%              0             *
Special Situations
 Technology Fund,
 L.P.(10)(22)...........       450,000         4.1%              0             *
Lon E. Bell, Ph.D(11)...       246,986         2.3%              0             *
Daniel R. Coker(12).....       116,814         1.1%              0             *
Oscar B. Marx, III(13)..       108,000           *               0             *
James L. Mertes(14).....        76,085           *               0             *
Nattak
 Corporation(15)(24)....        53,400           *               0             *
James J. Paulsen(16)....        27,500           *               0             *
Richard A.
 Weisbart(17)...........        26,518           *               0             *
Francois Castaing(18)...        15,000           *               0             *
John W. Clark(19).......         4,400           *               0             *
Paul Oster..............         2,000           *               0             *
All executive officers
 and directors as a
 group
 (10 persons)(20).......       625,558         5.6%              0             *

- --------
*  Holdings represent less than 1% of all shares outstanding.

NOTES TO STOCK OWNERSHIP TABLE:

 (1)  Unless otherwise indicated, the address for all shareholders listed is
      c/o Amerigon Incorporated, 5462 Irwindale Avenue, Irwindale, California
      91706.

 (2)  Includes as outstanding shares for purposes of this calculation the
      number of shares of Common Stock outstanding as of the record date plus,
      in the case of a particular holder, shares of Common Stock subject to
      options, warrants or other instruments exercisable for or convertible
      into shares of Common Stock within 60 days after the record date held by
      such holder, as specified in the note accompanying such holder.

 (3)  Includes 2,686,567 shares of Common Stock issuable upon conversion of
      4,500 shares of Series A Preferred Stock and 1,269,721 shares of Common
      Stock issuable upon exercise of warrants held by Big Beaver Investments,
      LLC.

                                       4


 (4)  Includes 2,686,567 shares of Common Stock issuable upon conversion of
      4,500 shares of Series A Preferred Stock and 83,333 shares of Common
      Stock issuable upon exercise of a warrant held by Westar Capital II, LLC.

 (5)  Includes 933,350 shares of Common Stock issuable upon exercise of a
      warrant held by Special Situations Fund III, L.P. The address for Special
      Situations Fund III, L.P. is 153 E. 53rd Street, New York, New York
      10022.

 (6)  Includes 466,650 shares of Common Stock issuable upon exercise of a
      warrant held by Special Situations Private Equity Fund, L.P. The address
      for Special Situations Private Equity Fund, L.P. is 153 E. 53rd Street,
      New York, New York 10022.

 (7)  Includes 283,350 shares of Common Stock issuable upon exercise of a
      warrant held by Special Situations Cayman Fund, L.P. The address for
      Special Situations Cayman Fund, L.P. is c/o /o CIBC Bank and Trust
      Company (Cayman) Limited, CIBC Bank Building, P.O. Box 694, Grand Cayman,
      Cayman Islands, British West Indies.

 (8)  Includes 183,334 shares of Common Stock issuable upon exercise of a
      warrant held by MicroCapital Fund LP. The address of MicroCapital Fund LP
      is 410 Jessie Street, Suite 1002, San Francisco, California 94103.

 (9)  Includes 150,000 shares of Common Stock issuable upon exercise of a
      warrant held by MicroCapital Fund Ltd. The address of MicroCapital Fund
      Ltd. is 410 Jessie Street, Suite 1002, San Francisco, California 94103.

(10)  Includes 150,000 shares of Common Stock issuable upon exercise of a
      warrant held by Special Situations Technology Fund, L.P. The address for
      Special Situations Technology Fund, L.P. is 153 E. 53rd Street, New York,
      New York 10022.

(11)  Includes 79,250 shares of Common Stock issuable upon exercise of options.

(12)  Includes 101,723 shares of Common Stock issuable upon exercise of
      options.

(13)  All shares of Common Stock issuable upon exercise of options.

(14)  Includes 62,721 shares of Common Stock issuable upon exercise of options.

(15)  The address for Nattak Corporation is West Wind Building, Harbour Drive,
      George Town, Grand Cayman, Cayman Islands, British West Indies.

(16)  All shares of Common Stock issuable upon exercise of options.

(17)  Mr. Weisbart resigned as President, Chief Executive Officer and a
      director of the Company on October 25, 2001.

(18)  All shares of Common Stock issuable upon exercise of options.

(19)  Includes 2,000 shares of Common Stock issuable upon exercise of options.

(20)  Includes 421,694 shares of Common Stock issuable upon exercise of options
      granted to executive officers and directors.

(21)  On the record date, the 4,500 shares of Series A Preferred Stock held by
      each of Big Beaver Investments LLC and Westar Capital II, LLC was
      convertible into 2,686,567 shares of Common Stock for a total of
      5,373,134 shares of Common Stock.

(22)  On the record date, the 5,373,134 shares of Common Stock issuable upon
      conversion of all 9,000 outstanding shares of Series A Preferred Stock
      represented approximately 21.5% of the Company's total potential common
      equity, comprised of issued and outstanding Common Stock and Common Stock
      issuable upon exercise of Series A Preferred Stock and outstanding
      warrants.

                                       5


(23)  MGP Advisors Limited ("MGP") is the general partner of Special Situations
      Fund III, L.P. AWM Investment Company, Inc. ("AWM") is the general
      partner of MGP and the general partner of and investment adviser to the
      Special Situations Cayman Fund, L.P. SST Advisers, L.L.C. ("SSTA") is the
      general partner of and investment adviser to the Special Situations
      Technology Fund, L.P. MG Advisers, L.L.C. ("MG") is the general partner
      of and investment adviser to the Special Situations Private Equity Fund,
      L.P. Austin W. Marxe and David M. Greenhouse are the principal owners of
      MGP, SSTA, AWM and MG and are principally responsible for the selection,
      acquisition and disposition of the portfolio securities by each
      investment adviser on behalf of its fund.

(24)  MicroCapital LLC is the general partner and investment advisor to
      MicroCapital Fund LP, MicroCapital Fund Ltd. and Nattak Corporation. Ian
      P. Ellis is the principal owner of MicroCapital LLC and has sole
      responsibility for the selection, acquisition and disposition of the
      portfolio securities by MicroCapital LLC on behalf of its funds.

                             ADDITIONAL INFORMATION

   Additional information concerning the Company, including its annual report
on Form 10-K for the fiscal year ended December 31, 2001, which has been filed
with the Securities and Exchange Commission, may be accessed through the EDGAR
archives at www.sec.gov.

                                       6


                                   Appendix A

                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                             AMERIGON INCORPORATED

   Oscar B. Marx, III and Sandra L. Grouf certify that:

   1. They are the duly elected and acting Chief Executive Officer, and Chief
Financial Officer and Secretary, respectively, of Amerigon Incorporated, a
California corporation (the "Corporation").

   2. Paragraph (1) of Article III of the Corporation's Amended and Restated
Articles of Incorporation is amended to read as follows:

     "The total number of shares which the Corporation is authorized to issue
  is 35,000,000, of which 30,000,000 shall be Common Stock, without par
  value, and 5,000,000 shall be Preferred Stock, without par value."

   3. The foregoing amendment of the Amended and Restated Articles of
Incorporation has been duly approved by the Board of Directors of the
Corporation.

   4. The Corporation has only shares of Common Stock and Series A Preferred
Stock outstanding. The foregoing amendment has been duly approved by the
required vote of shareholders in accordance with Sections 902 and 903 of the
California General Corporation Law. The total number of issued and outstanding
shares of the Corporation is 10,771,230 shares of Common Stock and 9,000 shares
of Series A Preferred Stock convertible into an aggregate of 5,373,134 shares
of Common Stock.

   The number of shares voting in favor of the amendment equaled or exceeded
the vote required, and the percentage vote required was more than 50% of the
issued and outstanding shares of Common Stock voting separately as a class and
more than of 50% of the issued and outstanding shares of Common Stock and
shares of Common Stock issuable upon conversion of the Series A Preferred Stock
voting together.

   We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate of Amendment are true
and correct of our own knowledge.

   Executed at Irwindale, California, on May   , 2002.


                                          _____________________________________
                                          Oscar B. Marx, III


                                          _____________________________________
                                          Sandra L. Grouf