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):  December 31, 1996
  
  
  
                                TELEGEN CORPORATION
               (Exact name of registrant as specified in its charter)
  
   
            California                   14836                     84-067214
  ----------------------------       ----------------         -------------------
  (State or other jurisdiction       (Commission File          (I.R.S. Employer
        of incorporation)               Number)               Identification No.)
   
  
                                 101 Saginaw Drive
                          Redwood City, California  94063
                      (Address of principal executive offices)
  
                                   (415) 261-9400
                (Registrant's telephone number, including area code)
  <PAGE>
   
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
           ------------------------------------
  
              Acquisition of Morning Star Multimedia, Inc.
              --------------------------------------------
  
       On December 31, 1996, Telegen Corporation, a  California corporation (the
  "Registrant"), completed the acquisition (the "Acquisition") of Morning Star
  Multimedia, Inc., a New Jersey corporation ("MSM").  The acquisition of MSM was
  accomplished pursuant to an Agreement and Plan of Reorganization and Merger
  dated December 30, 1996 (the "Agreement") among the Registrant, Morning Star
  Acquisition Corporation, a New Jersey corporation a wholly owned subsidiary of
  the Registrant, MSM, Daniel J. Kitchen, Kevin Mitchell and Dennis P. Huzey
  (Messrs. Kitchen, Mitchell and Huzey are hereinafter collectively referred to as
  the "MSM Shareholders").
  
       The purchase price for MSM consisted of an aggregate of 133,333 shares of
  the Registrant's common stock which were issued to the MSM Shareholders.
  
       Pursuant to the Agreement, each of the MSM Shareholders executed an
  Employment Agreement with the Registrant.  Mr. Kitchen is the brother of Jessica
  Stevens, President of Registrant.
  
       Prior to the Acquisition, MSM utilized its assets for multimedia software
  development.  Following the Acquisition, the Registrant intends to use such
  assets for the same purposes.
  
       The acquisition of MSM is intended to be a tax-free reorganization under
  Section 368(a) of the Internal Revenue Code of 1986, as amended.  The
  acquisition of MSM was initially intended to be treated as a pooling for
  financial accounting purposes.
  <PAGE>
   
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
           ---------------------------------
  
           (a) Financial Statements of Businesses Acquired.
  
               It is impractical to provide Audited Financial Statements of MSM at
  this time. The Registrant will file the required financial information within 60
  days of this Report.
  
           (b) Pro Forma Financial Information.
  
               It is also impractical to provide the required pro forma financial
  information at this time.  The Registrant will file the required financial
  information within 60 days of this Report.
  
          (c)  Exhibits:
  
  <TABLE> 
  <CAPTION> 
              <C>      <S>      
               1.2     Certificate of Merger
  
               2.1     Agreement and Plan of Reorganization and Merger among the
                       Registrant, Morning Star Acquisition Corporation, a New
                       Jersey corporation, MSM and the MSM Shareholders.
  
                       The Disclosure Schedules which have been omitted contain
                       general information and specific exceptions to the
                       representations and warranties made by MSM. Registrant
                       hereby agrees to furnish supplementally the Commission a
                       copy of the MSM Disclosure Schedule upon request.
  
  </TABLE> 
  <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:  January 15, 1997                    By:  /s/ Warren M. Dillard
                                                   -------------------------
                                                   Warren M. Dillard,
                                                   Chief Financial Officer
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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):  December 31, 1996
  
                                TELEGEN CORPORATION
               (Exact name of registrant as specified in its charter)
  
   
            California                   14836                     84-067214
  ----------------------------       ----------------         -------------------
  (State or other jurisdiction       (Commission File          (I.R.S. Employer
        of incorporation)               Number)               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 2.  ACQUISITION OR DISPOSITION OF ASSETS
           ------------------------------------
  
              Acquisition of Morning Star Multimedia, Inc.
              --------------------------------------------
  
       On December 31, 1996, Telegen Corporation, a  California corporation (the
  "Registrant"), completed the acquisition (the "Acquisition") of Morning Star
  Multimedia, Inc., a New Jersey corporation ("MSM").  The acquisition of MSM was
  accomplished pursuant to an Agreement and Plan of Reorganization and Merger
  dated December 30, 1996 (the "Agreement") among the Registrant, Morning Star
  Acquisition Corporation, a New Jersey corporation a wholly owned subsidiary of
  the Registrant, MSM, Daniel J. Kitchen, Kevin Mitchell and Dennis P. Huzey
  (Messrs. Kitchen, Mitchell and Huzey are hereinafter collectively referred to as
  the "MSM Shareholders").
  
       The purchase price for MSM consisted of an aggregate of 133,333 shares of
  the Registrant's common stock which were issued to the MSM Shareholders.
  
       Pursuant to the Agreement, each of the MSM Shareholders executed an
  Employment Agreement with the Registrant.  Mr. Kitchen is the brother of Jessica
  Stevens, President of Registrant.
  
       Prior to the Acquisition, MSM utilized its assets for multimedia software
  development.  Following the Acquisition, the Registrant intends to use such
  assets for the same purposes.
  
       The acquisition of MSM is intended to be a tax-free reorganization under
  Section 368(a) of the Internal Revenue Code of 1986, as amended.  The
  acquisition of MSM was initially intended to be treated as a pooling for
  financial accounting purposes.
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
           ---------------------------------
  
           (a) Financial Statements of Businesses Acquired.
  
               It is impractical to provide Audited Financial Statements of MSM at
  this time. The Registrant will file the required financial information within 60
  days of this Report.
  
           (b) Pro Forma Financial Information.
  
               It is also impractical to provide the required pro forma financial
  information at this time.  The Registrant will file the required financial
  information within 60 days of this Report.
  
          (c)  Exhibits:
  1.2     Certificate of Merger
  
               2.1     Agreement and Plan of Reorganization and Merger among the
                       Registrant, Morning Star Acquisition Corporation, a New
                       Jersey corporation, MSM and the MSM Shareholders.
  
                       The Disclosure Schedules which have been omitted contain
                       general information and specific exceptions to the
                       representations and warranties made by MSM. Registrant
                       hereby agrees to furnish supplementally the Commission a
                       copy of the MSM Disclosure Schedule upon request.
  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:  January 15, 1997                    By:  /s/ Warren M. Dillard
                                                   -------------------------
                                                   Warren M. Dillard,
                                                   Chief Financial Officer