As filed with the Securities and Exchange Commission on January 8, 1998. 
                               Registration No. 333-_________




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

                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                 ___________________

                                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.)

                                   5462 Irwindale
                             Irwindale, California 91706
                                   (626) 815-7400
                       ______________________________________
                      (Address of principal executive offices)

                  Amerigon Incorporated 1997 Stock Incentive Plan
                              (Full title of the plan)

                                 Lon E. Bell, Ph.D. 
                               Chief Executive Officer
                                Amerigon Incorporated
                                   5462 Irwindale
                             Irwindale, California 91706



                       (Name and address of agent for service)
Telephone number, including area code, of agent for service: (626) 815-7400

                                 ___________________
<TABLE>
                          CALCULATION  OF REGISTRATION  FEE
                                                                 
<S>               <C>        <C>       <C>           <C>
                             Proposed  Proposed
                             maximum   maximum
Title of         Amount      offering  aggregate     Amount of
securities       to be       price     offering      registration
to be registered registered  per unit  price         fee         

     

Class A 
Common Stock,     750,000(1)  $2.25(2) $1,687,500(2) $498(2)
no par value      shares          


________________
<FN>
<F1>  This Registration Statement covers, in addition to the
      number of shares of Class A Common Stock stated above,
      options and other rights to purchase or acquire the shares
      of Class A Common Stock covered by the Prospectus and,
      pursuant to Rule 416(c) under the Securities Act of 1933,
      an indeterminate number of shares which by reason of
      certain events specified in the Plan may become subject to
      the Plan.

<F2>  The maximum offering price, per share and in the aggregate, 
      and the registration fee were calculated pursuant to Rule 457(h).

</FN>
</TABLE>

      The Exhibit Index for this Registration Statement is at
      page S-3.
                                                                 

<PAGE>
                                       PART I

                             INFORMATION REQUIRED IN THE
                              SECTION 10(a) PROSPECTUS


             The documents containing the information specified
in Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").  Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act.  These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.


<PAGE>
                                       PART II

                             INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT


Item 3.      Incorporation of Certain Documents by Reference

             The following documents of Amerigon Incorporated
 (the "Company") filed with the Commission are incorporated
herein by reference: 

      (a)    The Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1996, filed with the
             Commission on March 31, 1997;

      (b)    The Company's Amended Annual Report on Form 10-K/A
             for the fiscal year ended December 31, 1996, filed
             with the Commission on May 6, 1997;

      (c)    The Company's Quarterly Reports on Forms 10-Q for
             the quarterly periods ended March 31, 1997, June 30,
             1997, and September 30, 1997, filed with the
             Commission on May 15, 1997, August 13, 1997, and
             October 30, 1997, respectively;

      (d)    The Company's Current Reports on Forms 8-K dated
             July 22, 1997 (filed with the Commission on August
             6, 1997 and amended by Form 8-K/A filed with the
             Commission on August 7, 1997), June 16, 1997 and
             April 28, 1997; and

      (e)    The Description of the Company's Class A Common
             Stock included in its Registration Statement on Form
             8-A filed with the Commission on May 20, 1993.

             All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into the prospectus and to
be a part hereof from the date of filing of such documents.  Any
statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a
part of this Registration Statement.


Item 4.      Description of Securities

             The Company's Class A Common Stock, no par value, is
registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted. 


Item 5.      Interests of Named Experts and Counsel

             Not applicable.  

Item 6.      Indemnification of Directors and Officers

             The Company's Articles of Incorporation limit the
liability of its directors.  As permitted by the California
General Corporation Law, directors will not be liable to the
Company for monetary damages arising from a breach of their
fiduciary duty as directors in certain circumstances.  Such
limitation does not affect liability for any breach of a
director's duty to the Company or its shareholders (i) with
respect to approval by the director of any transaction from which
he derives an improper personal benefit, (ii) with respect to
acts or omissions involving an absence of good faith, that he
believes to be contrary to the best interests of the Company or
its shareholders, that involve intentional misconduct or a
knowing and culpable violation of law, that constitute an
unexcused pattern of inattention that amounts to an abdication of
his duty to the Company or its shareholders, or that show a
reckless disregard for his duty to the Company or its
shareholders in circumstances in which he was or should have been
aware, in the ordinary course of performing his duties, or a risk
of serious injury to the Company and its directors or another
corporation with interrelated directors or on improper
distributions, loans or guarantees under applicable sections of
the California General Corporation Law.  Such limitation of
liability also does not affect the availability of equitable
remedies such as injunctive relief.

             The Company's Bylaws require the Company to
indemnify its officers and directors to the fullest extent
permitted by Section 317 of the California General Corporation
Law and applicable law.  Section 317 of the California General
Corporation Law makes provision for the indemnification of
officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain
circumstances, for liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.

Item 7.      Exemption from Registration Claimed

             Not applicable. 


Item 8.      Exhibits

             See the attached Exhibit Index on page S-3.


Item 9.      Undertakings

      (a)    The undersigned registrant hereby undertakes: 

                   (1)   To file, during any period in which
      offers or sales are being made, a post-effective amendment
      to this Registration Statement:

                          (i)   To include any prospectus
                    required by Section 10(a)(3) of the
                    Securities Act;

                          (ii)   To reflect in the prospectus any
                    facts or events arising after the effective
                    date of this Registration Statement (or the
                    most recent post-effective amendment thereof)
                    which, individually or in the aggregate,
                    represent a fundamental change in the
                    information set forth in this Registration
                    Statement; and

                          (iii)  To include any material
                    information with respect to the plan of
                    distribution not previously disclosed in this
                    Registration Statement or any material change
                    to such information in this Registration
                    Statement;

                    Provided, however, that paragraphs (a)(1)(i)
      and (a)(1)(ii) do not apply if the information required to
      be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed by the
      registrant with or furnished to the Commission pursuant to
      Section 13 or Section 15(d) of the Exchange Act that
      are incorporated by reference in this Registration
      Statement;

                  (2)   That, for the purpose of determining any
      liability under the Securities Act, each such
      post-effective amendment shall be deemed to be a new
      registration statement relating to the securities offered
      therein, and the offering of such securities at that time
      shall be deemed to be the initial bona fide offering
      thereof; and

                   (3)   To remove from registration by means of
      a post-effective amendment any of the securities being
      registered which remain unsold at the termination of the
      offering.

      (b)    The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

      (h)    Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue. 

<PAGE>
                                     SIGNATURES

             Pursuant to the requirements of the Securities Act,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Irwindale, State of California, on
December 11, 1997.

      


                              By:   /s/ Lon E. Bell
                                    Lon E. Bell, Ph.D.  

                              Its:  Chief Executive Officer and
                                    Chairman of the Board



                                  POWER OF ATTORNEY

             Each person whose signature appears below
constitutes and appoints Lon E. Bell, Ph.D. his true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

             Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<S>                 <C>                        <C>
Signature           Title                      Date
/s/ Lon E. Bell     Chief Executive Officer    December 11, 1997
Lon E. Bell, Ph.D.  and Chairman of the Board
                    (Principal Executive 
                    Officer)

/s/ Richard A.      President and Chief        December 11, 1997
Weisbart            Operating Officer,          
Richard A.          Director 
Weisbart 

/s/ Scott Davis     Chief Financial Officer    December 11, 1997
Scott Davis         (Principal Financial and
                    Accounting Officer)

/s/ Roy A. Anderson Director                   December 11, 1997
Roy A. Anderson

/s/ John W. Clark   Director                   December 11, 1997
John W. Clark

/s/ A. Stephens     Director                   December 11, 1997
Hutchcraft 
A. Stephens 
Hutchcraft, Jr.

/s/ Michael R.      Director                   December 11, 1997
Peevey 
Michael R. Peevey

</TABLE>

<PAGE>
<TABLE>
                                    EXHIBIT INDEX

<S>                  <C>
Exhibit                                                          
Number               Description                                 


4.1      Amerigon Incorporated 1997 Stock Incentive 
         Plan.              
         
         [Forms of Option Agreements]

4.2      Amerigon Incorporated Incentive Stock Option Agreement

5.       Opinion of Counsel (opinion re legality).               

23.1     Consent of Price Waterhouse LLP (consent of 
         independent auditors).   

23.2     Consent of Counsel (included in Exhibit 5).             

24.      Power of Attorney (included in this
         Registration Statement under "Signatures").

</TABLE>

<PAGE>
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{"company-data": {"conformed-name": "AMERIGON INC", "cik": "0000903129", "assigned-sic": "3711", "irs-number": "954318554", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44007", "film-number": "98504131"}, "business-address": {"street1": "5462 IRWINDALE AVE", "city": "IRWINDAL", "state": "CA", "zip": "91706", "phone": "8189321200"}}
As filed with the Securities and Exchange Commission on January 8, 1998. 
                               Registration No. 333-_________

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

                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                 ___________________

                                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.)

                                   5462 Irwindale
                             Irwindale, California 91706
                                   (626) 815-7400
                       ______________________________________
                      (Address of principal executive offices)

                  Amerigon Incorporated 1997 Stock Incentive Plan
                              (Full title of the plan)

                                 Lon E. Bell, Ph.D. 
                               Chief Executive Officer
                                Amerigon Incorporated
                                   5462 Irwindale
                             Irwindale, California 91706

                       (Name and address of agent for service)
Telephone number, including area code, of agent for service: (626) 815-7400

                                 ___________________

                          CALCULATION  OF REGISTRATION  FEE
Proposed  Proposed
                             maximum   maximum
Title of         Amount      offering  aggregate     Amount of
securities       to be       price     offering      registration
to be registered registered  per unit  price         fee         

     

Class A 
Common Stock,     750,000(1)  $2.25(2) $1,687,500(2) $498(2)
no par value      shares          

________________
This Registration Statement covers, in addition to the
      number of shares of Class A Common Stock stated above,
      options and other rights to purchase or acquire the shares
      of Class A Common Stock covered by the Prospectus and,
      pursuant to Rule 416(c) under the Securities Act of 1933,
      an indeterminate number of shares which by reason of
      certain events specified in the Plan may become subject to
      the Plan.
The maximum offering price, per share and in the aggregate, 
      and the registration fee were calculated pursuant to Rule 457(h).
The Exhibit Index for this Registration Statement is at
      page S-3.
PART I

                             INFORMATION REQUIRED IN THE
                              SECTION 10(a) PROSPECTUS

             The documents containing the information specified
in Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").  Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act.  These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II

                             INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT

Item 3.      Incorporation of Certain Documents by Reference

             The following documents of Amerigon Incorporated
 (the "Company") filed with the Commission are incorporated
herein by reference: 

      (a)    The Company's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1996, filed with the
             Commission on March 31, 1997;

      (b)    The Company's Amended Annual Report on Form 10-K/A
             for the fiscal year ended December 31, 1996, filed
             with the Commission on May 6, 1997;

      (c)    The Company's Quarterly Reports on Forms 10-Q for
             the quarterly periods ended March 31, 1997, June 30,
             1997, and September 30, 1997, filed with the
             Commission on May 15, 1997, August 13, 1997, and
             October 30, 1997, respectively;

      (d)    The Company's Current Reports on Forms 8-K dated
             July 22, 1997 (filed with the Commission on August
             6, 1997 and amended by Form 8-K/A filed with the
             Commission on August 7, 1997), June 16, 1997 and
             April 28, 1997; and

      (e)    The Description of the Company's Class A Common
             Stock included in its Registration Statement on Form
             8-A filed with the Commission on May 20, 1993.

             All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into the prospectus and to
be a part hereof from the date of filing of such documents.  Any
statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a
part of this Registration Statement.

Item 4.      Description of Securities

             The Company's Class A Common Stock, no par value, is
registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted. 

Item 5.      Interests of Named Experts and Counsel

             Not applicable.  

Item 6.      Indemnification of Directors and Officers

             The Company's Articles of Incorporation limit the
liability of its directors.  As permitted by the California
General Corporation Law, directors will not be liable to the
Company for monetary damages arising from a breach of their
fiduciary duty as directors in certain circumstances.  Such
limitation does not affect liability for any breach of a
director's duty to the Company or its shareholders (i) with
respect to approval by the director of any transaction from which
he derives an improper personal benefit, (ii) with respect to
acts or omissions involving an absence of good faith, that he
believes to be contrary to the best interests of the Company or
its shareholders, that involve intentional misconduct or a
knowing and culpable violation of law, that constitute an
unexcused pattern of inattention that amounts to an abdication of
his duty to the Company or its shareholders, or that show a
reckless disregard for his duty to the Company or its
shareholders in circumstances in which he was or should have been
aware, in the ordinary course of performing his duties, or a risk
of serious injury to the Company and its directors or another
corporation with interrelated directors or on improper
distributions, loans or guarantees under applicable sections of
the California General Corporation Law.  Such limitation of
liability also does not affect the availability of equitable
remedies such as injunctive relief.

             The Company's Bylaws require the Company to
indemnify its officers and directors to the fullest extent
permitted by Section 317 of the California General Corporation
Law and applicable law.  Section 317 of the California General
Corporation Law makes provision for the indemnification of
officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain
circumstances, for liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.

Item 7.      Exemption from Registration Claimed

             Not applicable. 

Item 8.      Exhibits

             See the attached Exhibit Index on page S-3.

Item 9.      Undertakings

      (a)    The undersigned registrant hereby undertakes: 

                   (1)   To file, during any period in which
      offers or sales are being made, a post-effective amendment
      to this Registration Statement:

                          (i)   To include any prospectus
                    required by Section 10(a)(3) of the
                    Securities Act;

                          (ii)   To reflect in the prospectus any
                    facts or events arising after the effective
                    date of this Registration Statement (or the
                    most recent post-effective amendment thereof)
                    which, individually or in the aggregate,
                    represent a fundamental change in the
                    information set forth in this Registration
                    Statement; and

                          (iii)  To include any material
                    information with respect to the plan of
                    distribution not previously disclosed in this
                    Registration Statement or any material change
                    to such information in this Registration
                    Statement;

                    Provided, however, that paragraphs (a)(1)(i)
      and (a)(1)(ii) do not apply if the information required to
      be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed by the
      registrant with or furnished to the Commission pursuant to
      Section 13 or Section 15(d) of the Exchange Act that
      are incorporated by reference in this Registration
      Statement;

                  (2)   That, for the purpose of determining any
      liability under the Securities Act, each such
      post-effective amendment shall be deemed to be a new
      registration statement relating to the securities offered
      therein, and the offering of such securities at that time
      shall be deemed to be the initial bona fide offering
      thereof; and

                   (3)   To remove from registration by means of
      a post-effective amendment any of the securities being
      registered which remain unsold at the termination of the
      offering.

      (b)    The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

      (h)    Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

             Pursuant to the requirements of the Securities Act,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Irwindale, State of California, on
December 11, 1997.

      

                              By:   /s/ Lon E. Bell
                                    Lon E. Bell, Ph.D.  

                              Its:  Chief Executive Officer and
                                    Chairman of the Board

                                  POWER OF ATTORNEY

             Each person whose signature appears below
constitutes and appoints Lon E. Bell, Ph.D. his true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

             Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature           Title                      Date
/s/ Lon E. Bell     Chief Executive Officer    December 11, 1997
Lon E. Bell, Ph.D.  and Chairman of the Board
                    (Principal Executive 
                    Officer)

/s/ Richard A.      President and Chief        December 11, 1997
Weisbart            Operating Officer,          
Richard A.          Director 
Weisbart 

/s/ Scott Davis     Chief Financial Officer    December 11, 1997
Scott Davis         (Principal Financial and
                    Accounting Officer)

/s/ Roy A. Anderson Director                   December 11, 1997
Roy A. Anderson

/s/ John W. Clark   Director                   December 11, 1997
John W. Clark

/s/ A. Stephens     Director                   December 11, 1997
Hutchcraft 
A. Stephens 
Hutchcraft, Jr.

/s/ Michael R.      Director                   December 11, 1997
Peevey 
Michael R. Peevey
EXHIBIT INDEX
Exhibit                                                          
Number               Description                                 

4.1      Amerigon Incorporated 1997 Stock Incentive 
         Plan.              
         
         [Forms of Option Agreements]

4.2      Amerigon Incorporated Incentive Stock Option Agreement

5.       Opinion of Counsel (opinion re legality).               

23.1     Consent of Price Waterhouse LLP (consent of 
         independent auditors).   

23.2     Consent of Counsel (included in Exhibit 5).             

24.      Power of Attorney (included in this
         Registration Statement under "Signatures").