CERTIFICATE OF AMENDMENT
                                          
                                         OF
                                          
                                AMENDED AND RESTATED
                             ARTICLES OF INCORPORATION
                                          
                                         OF
                                          
                               AMERIGON INCORPORATED

          Lon E. Bell and Scott O. Davis certify that:

          1.  They are the duly elected and acting Chairman of the Board and
Secretary, respectively, of Amerigon Incorporated, a California corporation (the
"Corporation").

          2.  Article III, paragraph (1) of the Corporation's Amended and
Restated Articles of Incorporation is amended to read as follows:

          "(1)  The total number of shares which the Corporation is authorized
          to issue is 25,600,000, of which 20,000,000 shall be Class A Common
          Stock, without par value, 600,000 shall be Class B Common Stock,
          without par value, and 5,000,000 shall be Preferred Stock, without par
          value.

          On the effective date of the filing of this Amendment to the Amended
          and Restated Articles of Incorporation (the "Effective Date"), the
          Class A Common Stock of the Corporation will be reverse split on a
          one-for-five basis so that each share of Class A Common Stock issued
          and outstanding immediately prior to the Effective Date shall
          automatically be converted into and reclassified as one-fifth a share
          of Class A Common Stock (the "Reverse Split").  No fractional shares
          will be issued by the Corporation as a result of the Reverse Split. 
          In lieu thereof, each shareholder whose shares of Class A Common Stock
          are not evenly divisible by five will receive an amount of cash equal
          to the average of the last sale price of the pre-split Class A Common
          Stock, as reported on the NASDAQ Small Cap Market (or other market on
          which the Class A Common Stock is trading) for the ten trading days
          immediately preceding the Effective Date."

          3.  The foregoing amendment of the Amended and Restated Articles of
Incorporation has been duly approved by the Board of Directors of the
Corporation.

          4.  The Corporation has only shares of Class A Common Stock
outstanding.  The foregoing amendment has been duly approved by the required
vote of shareholders in accordance with Section 902 of the California General
Corporation Law; the total number of outstanding shares of the Corporation is
12,550,445; the number of shares voting in favor of the amendment equaled or
exceeded the vote required; and the percentage vote required was more than 50%
of the outstanding shares.

          We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.



          Executed at Irwindale, California, on January 25, 1999.



                                    /s/ Lon E. Bell
                                   ------------------------------------
                                   Lon E. Bell


                                    /s/ Scott O. Davis
                                   ------------------------------------
                                   Scott O. Davis

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