SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                        -------------------

                            FORM 8-K/A
                          Amendment No. 1

          CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

  Date of Report (Date of earliest event reported): September 20,
                               2001
                        -------------------

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

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

                       5462 Irwindale Avenue
                    Irwindale, California 91706
                          (626) 815-7400
   (Address, including zip code, and telephone number, including
      area code, of registrant's principal executive offices)

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

Item 5.  Other Events.

     On  September  20,  2001,  the  Company  obtained  a loan  from Big  Beaver
Investments LLC ("Big Beaver"), one of the Company's principal shareholders, for
an initial  advance of  $500,000  and, at the  Company's  request and subject to
certain conditions  precedent,  additional  advances of up to an additional $1.0
million.  The bridge loan is secured by substantially  all personal  property of
the  Company.  The bridge  loan is  necessary  to allow the  Company to continue
operations pending the raising of additional financing. The amount of the bridge
loan may not be adequate to permit the  Company to  continue  operations  beyond
December 1, 2001 even if fully drawn.

     The advances accrue interest at 10% per annum, which is payable at maturity
or on the date of any  prepayment.  The  principal  and accrued  interest of the
initial loan are convertible at any time into Common Stock at a conversion price
equal to the average  closing bid price of the Common  Stock during the ten days
preceding  the date of the bridge loan (the  "Market  Price").  In the event the
Company issues in excess of $1.5 million of equity  securities in an offering at
an issuance  price that is less than the Market Price with respect to the bridge
loan, the conversion  price will be adjusted to the issuance price of the equity
securities.  Additional  advances will also be convertible  based on the average
price  of the  Company's  Common  Stock  during  the  ten  days  preceding  such
additional advances.  The loans mature and all outstanding principal and accrued
interest  become due and payable on the earlier of December 1, 2001, or when the
Company (or its Board of Directors) shall have authorized, recommended, proposed
or publicly  announced  its  intention to enter into (or has failed to recommend
rejection of) any tender or exchange offer,






merger,   consolidation,   liquidation,   dissolution,   business   combination,
recapitalization, acquisition, or disposition of a material amount of the assets
or securities or any comparable  transaction  which has not been consented to in
writing by Big Beaver.

     In  connection  with the bridge  loan,  the Company  issued to Big Beaver a
warrant for the right to purchase  150,922 shares of the Company's  Common Stock
(equal to 18% of the principal  amount of $1.5 million divided by the conversion
price).  The exercise  price of the warrant is  adjustable in the same manner as
conversion  price of the loan.  The  proceeds of the bridge loan were  allocated
among the bridge loan and the warrant based upon their relative fair values. If,
after giving effect to Big Beaver's  conversion rights under the bridge loan and
exercise  rights  under the  warrant,  Big Beaver will have the right to acquire
more  than 20% of the  outstanding  common  stock  of the  Company  such  that a
shareholder  vote would be required  under  applicable  Nasdaq  rules,  then Big
Beaver's rights will be limited to only 19.99% of the  outstanding  common stock
until the Company complies with such Nasdaq rules. The Company has agreed to use
its best efforts to comply with the Nasdaq rules, including the obtaining of any
shareholder approvals, to permit Big Beaver to exercise its rights in full.






                                SIGNATURE


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


                          AMERIGON INCORPORATED


                          By:/s/ Richard A. Weisbart
                             ----------------------------
                               Richard A. Weisbart
                               President and Chief Executive
                               Officer


Date:  September 28, 2001