SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  ____________


                                  FORM 10-K/A

                                 Amendment No. 1
                                       TO
                          ANNUAL AND TRANSITION REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended December 31, 1996

                        Commission file number 0-21810


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


              CALIFORNIA                                  95-4318554
______________________________________________  ______________________________
          (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)              Identification No.)


 404 E. HUNTINGTON DRIVE, MONROVIA, CALIFORNIA                91016
______________________________________________  ______________________________
  (Address of principal executive offices)                 (Zip Code)


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

Securities registered pursuant to Section 12(b) of the Act:


   TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED  
   -------------------           -----------------------------------------   

          None
_________________________     _______________________________________________

_________________________     _______________________________________________

_________________________     _______________________________________________
Securities registered pursuant to Section 12(g) of the Act:


                   Class A Common Stock, no par value
______________________________________________________________________________
                             (Title of Class)

                             Class A Warrants
______________________________________________________________________________
                             (Title of Class)


    Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.   YES X      NO  
                                                     --        --


    Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  / /


     The aggregate market value of the voting stock held by non-affiliates of 
the registrant, computed by reference to the average bid and asked prices of 
such stock as of March 24, 1997, was $36,732,500. (For purposes of this 
computation, the registrant has excluded the market value of all shares of 
its Common Stock reported as being beneficially owned by executive officers 
and directors of the registrant; such exclusion shall not be deemed to 
constitute an admission that any such person is an "affiliate" of the 
registrant.)

    At March 24, 1997 the registrant had outstanding 12,542,500 shares of 
Class A Common Stock.

                    DOCUMENTS INCORPORATED BY REFERENCE


     Portions of the registrant's definitive proxy statement for its 1997 
Annual Meeting of Shareholders to be filed with the Commission within 120 
days after the close of the registrant's fiscal year are incorporated by 
reference into Part III.





                                  PART III

     Part III of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 1997 is hereby amended and 
restated in its entirety to read as follows:

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is incorporated by reference from 
the information contained under the captions entitled "Election of 
Directors," "Executive Officers and Significant Employees" and "Section 16(a) 
Beneficial Ownership Reporting Compliance" in the Company's definitive proxy 
statement to be filed with the Commission in connection with the Company's 
1997 Annual Meeting of Shareholders.

ITEM 11. EXECUTIVE COMPENSATION

      The information required by this item is incorporated by reference from 
the information contained under the captions entitled "Executive 
Compensation," "Option Grants During the Year Ended December 31, 1996," 
"Aggregate Option Exercises in the Year Ended December 31, 1996 and Year-End 
Values," "Director Compensation" and "Compensation Committee Interlocks and 
Insider Participation" in the Company's definitive proxy statement to be 
filed with the Commission in connection with the Company's 1997 Annual 
Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated by reference from 
the information contained under the captions entitled "Principal Shareholders" 
and "Escrow Shares" in the Company's definitive proxy statement to be filed 
with the Commission in connection with the Company's 1997 Annual Meeting of 
Shareholders.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated by reference from 
the information contained under the captions entitled "Certain Transactions" 
and "Compensation Committee Interlocks and Insider Participation" in the 
Company's definitive proxy statement to be filed with the Commission in 
connection with the Company's 1997 Annual Meeting of Shareholders.





                                     1





                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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


                                   By:           /s/ Lon E. Bell
                                       ---------------------------------------
                                                Lon E. Bell, Ph.D.
                                            CHAIRMAN OF THE BOARD AND
                                             CHIEF EXECUTIVE OFFICER

                                                  May 6, 1997
                                       ---------------------------------------
                                                     (Date)