content: <PAGE>
   
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
  
                                      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):  March 24, 1997
  
  
  
                                TELEGEN CORPORATION
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <CAPTION>
   
   
  <S>                                  <C>                           <C>
            California                          14836                      84-067214
  -------------------------------      -----------------------       ------------------- 
  (State or other jurisdiction of      (Commission File Number)       (I.R.S. Employer
          incorporation)                                             Identification No.)
   
  </TABLE>
  
                                 101 Saginaw Drive
                          Redwood City, California  94063
                     (Address of principal executive offices)
  
                                  (415) 261-9400
               (Registrant's telephone number, including area code)
  <PAGE>
   
  ITEM 5.   OTHER EVENTS
  
       Telegen Corporation (the "Company") has entered into a Subscription
  Agreement to sell in a private placement up to $15,000,000 in state value of its
  newly created 8% Series A Convertible Preferred Stock which would yield the
  Company, after discounts and expenses, up to $10,800,000.  The securities sold
  will rank prior to any of the Company's Common Stock.  The Purchaser shall
  receive dividends at a rate of eight percent (8%) per annum, payable quarterly,
  and may receive the dividends in the form of cash or additional shares of
  Telegen common stock at the Purchaser's option.
   
       At the closing of each tranche, the Company will issue four-year warrants
  to purchase an aggregate amount of twenty percent (20%) of the purchase price of
  the preferred stock.
   
       The financing is expected to take place in three tranches, with the first
  tranche closing in two parts-one selling $3,500,000 in stated value of the
  securities which closed on March 21, 1997 upon the filing of the Certificate of
  Determination. The second part of the first tranche will sell an additional
  $1,500,000 in stated value upon the effective date of the registration statement
  which is required to be filed immediately upon the first closing to permit the
  sale of shares of Common Stock issuable upon conversion of the Series A
  Preferred. Each subsequent tranche closing, if it occurs, will be for $5,000,000
  in stated value. In order for the Company to be able to request any additional
  funds after the initial $5,000,000, the twenty (20) day average dollar volume of
  the Company's stock on the Nasdaq SmallCap Market must equal to or be greater
  than Four Hundred Fifty Thousand Dollars ($450,000) per day.
  
      The Series A Preferred may be converted into Telegen common stock, at any
  time after the earlier of the effective date of the registration statement or
  sixty (60) days after the closing date of the first tranche, based on a ratio
  which adjusts with the then current market price of Telegen's Common Stock, or
  the market price at closing whichever is higher. The Series A Preferred
  automatically convert into Common Stock after December 31, 1998. The Company
  granted the purchaser of the Series A Preferred a right of first refusal on
  certain future sales of discounted equity securities.
  
      The Company also has a call option for a period of time beginning one
  hundred twenty (120) days following the first closing date to repurchase any
  outstanding portion of the securities plus accrued dividends at a price of one
  hundred percent (100%) of the stated value ($1,000) plus accrued dividends,
  payable in cash.
   
       The Company agreed not to sell any new equity series at a discount to the
  then-current market price per share of the common stock, other than offerings in
  connection with mergers, acquisitions, and certain benefit plans, for a period
  of one hundred twenty (120) days from the initial closing of the first tranche.
   
   
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
       Exhibits
       --------
  
       20.1    Subscription Agreement Series "A" Convertible Preferred Stock
               Private Placement
  <PAGE>
   
                                    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 hereunto duly authorized.
  
                                                     TELEGEN CORPORATION
  
  
  
  Dated:    March 24, 1997                           By:  /s/ Warren M. Dillard
                                                          ------------------------
                                                           Warren M. Dillard,
                                                           Chief Financial Officer
  <PAGE>
   
                                TELEGEN CORPORATION
  
                            CURRENT REPORT ON FORM 8-K
  
                                 INDEX TO EXHIBITS
  
  
  Exhibit No.    Description
  -----------    -----------
  
  20.1           Subscription Agreement Series A Convertible Preferred Stock
                 Private Placement
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text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      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):  March 24, 1997
  
                                TELEGEN CORPORATION
               (Exact name of registrant as specified in its charter)
  California                          14836                      84-067214
  -------------------------------      -----------------------       ------------------- 
  (State or other jurisdiction of      (Commission File Number)       (I.R.S. Employer
          incorporation)                                             Identification No.)
  101 Saginaw Drive
                          Redwood City, California  94063
                     (Address of principal executive offices)
  
                                  (415) 261-9400
               (Registrant's telephone number, including area code)
  ITEM 5.   OTHER EVENTS
  
       Telegen Corporation (the "Company") has entered into a Subscription
  Agreement to sell in a private placement up to $15,000,000 in state value of its
  newly created 8% Series A Convertible Preferred Stock which would yield the
  Company, after discounts and expenses, up to $10,800,000.  The securities sold
  will rank prior to any of the Company's Common Stock.  The Purchaser shall
  receive dividends at a rate of eight percent (8%) per annum, payable quarterly,
  and may receive the dividends in the form of cash or additional shares of
  Telegen common stock at the Purchaser's option.
   
       At the closing of each tranche, the Company will issue four-year warrants
  to purchase an aggregate amount of twenty percent (20%) of the purchase price of
  the preferred stock.
   
       The financing is expected to take place in three tranches, with the first
  tranche closing in two parts-one selling $3,500,000 in stated value of the
  securities which closed on March 21, 1997 upon the filing of the Certificate of
  Determination. The second part of the first tranche will sell an additional
  $1,500,000 in stated value upon the effective date of the registration statement
  which is required to be filed immediately upon the first closing to permit the
  sale of shares of Common Stock issuable upon conversion of the Series A
  Preferred. Each subsequent tranche closing, if it occurs, will be for $5,000,000
  in stated value. In order for the Company to be able to request any additional
  funds after the initial $5,000,000, the twenty (20) day average dollar volume of
  the Company's stock on the Nasdaq SmallCap Market must equal to or be greater
  than Four Hundred Fifty Thousand Dollars ($450,000) per day.
  
      The Series A Preferred may be converted into Telegen common stock, at any
  time after the earlier of the effective date of the registration statement or
  sixty (60) days after the closing date of the first tranche, based on a ratio
  which adjusts with the then current market price of Telegen's Common Stock, or
  the market price at closing whichever is higher. The Series A Preferred
  automatically convert into Common Stock after December 31, 1998. The Company
  granted the purchaser of the Series A Preferred a right of first refusal on
  certain future sales of discounted equity securities.
  
      The Company also has a call option for a period of time beginning one
  hundred twenty (120) days following the first closing date to repurchase any
  outstanding portion of the securities plus accrued dividends at a price of one
  hundred percent (100%) of the stated value ($1,000) plus accrued dividends,
  payable in cash.
   
       The Company agreed not to sell any new equity series at a discount to the
  then-current market price per share of the common stock, other than offerings in
  connection with mergers, acquisitions, and certain benefit plans, for a period
  of one hundred twenty (120) days from the initial closing of the first tranche.
   
   
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
       Exhibits
       --------
  
       20.1    Subscription Agreement Series "A" Convertible Preferred Stock
               Private Placement
  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 hereunto duly authorized.
  
                                                     TELEGEN CORPORATION
  
  Dated:    March 24, 1997                           By:  /s/ Warren M. Dillard
                                                          ------------------------
                                                           Warren M. Dillard,
                                                           Chief Financial Officer
  TELEGEN CORPORATION
  
                            CURRENT REPORT ON FORM 8-K
  
                                 INDEX TO EXHIBITS
  
  Exhibit No.    Description
  -----------    -----------
  
  20.1           Subscription Agreement Series A Convertible Preferred Stock
                 Private Placement