SOLAR ENERGY RESEARCH CORP /CO/, S-3, 1996-09-04

SOLAR ENERGY RESEARCH CORP /CO/
S-3, 1996-09-04
TELEPHONE & TELEGRAPH APPARATUS

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As filed with the Securities and Exchange Commission on September 4, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________

SOLAR ENERGY RESEARCH CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
______________________

COLORADO 6749 84-0672714
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INCORPORATION OR INDUSTRIAL CLASSIFICATION IDENTIFICATION
ORGANIZATION) CODE NUMBER) NUMBER)

10075 E. COUNTY LINE ROAD
LONGMONT, COLORADO 80501
(303) 772-3316
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
______________________

JANET S. COLLINS
SECRETARY
10075 E. COUNTY LINE ROAD
LONGMONT, COLORADO 80501
(303) 772-3316
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
______________________

With copies to:
THOMAS C. DEFILIPPS, ESQ. ROGER V. DAVIDSON ESQ.
WILSON SONSINI GOODRICH & ROSATI COHEN BRAME & SMITH P.C.
PROFESSIONAL CORPORATION 1700 LINCOLN STREET, SUITE 1800
650 PAGE MILL ROAD DENVER, CO 80203
PALO ALTO, CA 94304 (303) 837-8800
(415) 493-9300
______________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
______________________

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

______________________

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================
AMOUNT PROPOSED PROPOSED
TITLE OF SECURITIES TO TO BE MAXIMUM MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE(1) OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock............ 1,334,450 shares $2.76 $3,683,082 $ 1,270.03
=====================================================================================================
</TABLE>

(1) THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE WAS ESTIMATED PURSUANT TO
RULE 457(F)(2) WHEREBY THE PER SHARE PRICE WAS DETERMINED BY REFERENCE TO
THE BOOK VALUE OF SUCH SHARES AS OF JUNE 30, 1996.

______________________

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>

PROSPECTUS

1,334,450 SHARES

SOLAR ENERGY RESEARCH CORP.

COMMON STOCK

This Prospectus may be used in connection with the offer and sale, from
time to time, of up to 1,334,450 shares (the "Shares") of Common Stock, no par
value per share (the "Common Stock"), of Solar Energy Research Corp. ("SERC" or
the "Company"), for the account of the selling shareholders identified below
(the "Selling Shareholders"), who received the Shares issued pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended, provided by Section 4(2) thereof. All of the Shares covered hereby are
to be sold by the Selling Shareholders. The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Shareholders. The expenses
incurred in registering the Shares, including legal and accounting fees, will be
paid by the Company. None of the shares offered pursuant to this Prospectus have
been registered for resale prior to the filing of the Registration Statement of
which this prospectus is a part.

The Company is applying to the Nasdaq SmallCap Market to allow trading of
its Common Stock under the symbol "TLGN."

The Shares offered hereby may be offered and sold, from time to time, by
the Selling Shareholders in one or more transactions on the Nasdaq SmallCap
Market (or any exchange on which the Common Stock may then be listed), in the
over-the-counter market, in negotiated transactions or otherwise. Sales will be
effected at such prices and for such consideration as may be obtainable from
time to time. Commission expenses and brokerage fees, if any, will be paid by
the Selling Shareholders. See "Plan of Distribution."

______________________

SEE "RISK FACTORS" ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY.

______________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

______________________

THE DATE OF THIS PROSPECTUS IS SEPTEMBER 4, 1996

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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy and
information statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, Seven World Trade Center, New York, New
York 10048, and Chicago Regional Office, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 upon payment of the prescribed fees. In addition, the Commission
maintains a Website (http:\\www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission through the Electronic Data Gathering,
Analysis, and Retrieval system.

This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information with respect to the Company and the
shares covered by this prospectus, reference is made to the Registration
Statement. Statements contained herein concerning the provisions of any
document are not necessarily complete, and each such statement is qualified in
its entirety by reference to the copy of such document filed with the
Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995; (ii) the Company's
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1996
and June 30, 1996 and (iii) the Company's Information Statement filed with the
Commission in connection with the Registrant's amended Form S-4 (File No. 333-
4037) as originally filed with the Commission on May 17, 1996.

All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement incorporated herein shall be deemed
to be modified or superseded for purposes of this Prospectus 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.

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The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all of
the foregoing documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents). Requests for such documents should be submitted in
writing to Investor Relations at the Company's principal executive offices at
353 Vintage Park Drive, Suite H, Foster City, CA 94404 or by telephone at (415)
349-3220.

______________________

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<PAGE>

THE COMPANY

SERC, which was incorporated in Colorado on December 21, 1973, was formerly
engaged in the business of designing, marketing and servicing solar heating
systems. In December 1981, SERC reduced its solar business. SERC discontinued
its solar business in 1983 due to continued losses. The solar industry segment
serviced by SERC generally closed in 1985 with the termination of Federal Solar
Tax Credits. SERC has not provided service to any solar customers since 1983
and is presently a development stage corporation. SERC's primary activity
during the period from 1985 through the end of 1992 was the settling of various
judgments relating to the discontinued solar business. Since that time, SERC,
which is a development stage corporation subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), has been actively searching for an operating business or businesses to
acquire. SERC's corporate offices are located at 10075 East County Line Road,
Longmont, Colorado 80501; (303) 772-3316.

SERC owns all of the capital stock of Solar Energy Research Corp. of
California, a California corporation and wholly owned subsidiary of SERC ("SERC
California"), and Telegen Acquisition Corporation, a California corporation and
wholly owned subsidiary of SERC ("TAC"). SERC California and TAC were organized
by SERC for the purpose of effecting the acquisition (the "Acquisition") by SERC
of all of the outstanding capital stock of Telegen Corporation, a California
corporation ("Telegen") through (i) a redomiciliation of SERC as a California
corporation through a merger of SERC with and into SERC California, and (ii) a
merger of TAC with and into Telegen with Telegen thereby becoming a wholly-owned
subsidiary of SERC California.

Telegen, which was incorporated in California on May 3, 1990, is a
privately owned, diversified, high technology company with products, both
developed and in development, in the Telecommunications, Flat Panel Display and
Internet Hardware markets. At present, Telegen is organized into four divisions.
The Telecom Products Division ("TPD") develops, manufactures and markets a line
of intelligent telecommunications products, providing additional features to
existing telephone equipment used by consumers and small businesses. Telegen
Display Laboratories, Inc. ("TDL"), a subsidiary of Telegen, has developed a
low-cost flat panel display technology to compete with other types of flat panel
displays. The Internet Products Division ("IPD"), Telegen's newest division, is
developing low-cost, easy-to-use hardware platforms which will allow consumers
and small businesses to utilize specialized capabilities of the Internet without
the need for a computer. Finally, Telegen Laboratories is a research
organization which develops new products and technologies, which are then
manufactured and marketed through one of the operating divisions. Telegen's
corporate offices are located at 353 Vintage Park Drive, Foster City, California
94404; (415) 349-3220.

SERC California, a wholly owned subsidiary of SERC, was formed for the
purpose of effecting the Acquisition as described above and has engaged in no
activities other than activities incidental to the Acquisition. TAC, a wholly
owned subsidiary of SERC, was formed for the purpose of effecting the
Acquisition as described above and has engaged in no activities other than
activities incidental to the Acquisition.

TERMS OF THE ACQUISITION. The Acquisition of Telegen by SERC will be made
pursuant to the Agreement and Plan of Reorganization, as amended (the
"Agreement"), by and among SERC, Telegen, and TAC dated November 16, 1995.
Pursuant to the Agreement, SERC California (after giving effect to the proposed
redomiciliation of SERC as a California corporation through a merger of SERC
with and into SERC California) will acquire all of Telegen's outstanding capital
stock through a merger of TAC with and into Telegen with Telegen thereby
becoming a wholly-owned subsidiary of SERC California. The separate corporate
existence of TAC will cease and Telegen shall continue as the surviving
corporation. In connection with the Acquisition, which will become effective
upon the closing, all of the shares of Telegen common stock will be canceled,
and all holders thereof will automatically be entitled to receive for each of
their shares of Telegen common stock a share of SERC California common stock
(after

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<PAGE>

giving effect to the proposed redomiciliation of SERC as a California
corporation and to the one share-for-seven and one-fourth shares (1 for 7.25)
reverse split of the issued and outstanding shares of SERC common stock).

When the Acquisition becomes effective, the principal shareholders of
Telegen will become the principal shareholders of SERC California. Therefore, a
change in control of SERC California will occur if the Acquisition is completed.
As a result of the Acquisition, the shareholders of Telegen will own
approximately 95.8% of the total issued and outstanding common shares of SERC
California immediately after the Acquisition. Upon completion of the
Acquisition, SERC California will change its name to Telegen.

The Acquisition is subject to certain conditions. In addition, either SERC
or Telegen may withdraw from the Acquisition if the Acquisition is not
consummated on or before September 30, 1996.

This Prospectus covers the registration of 1,334,450 shares. This amount
represents the number of shares of Telegen common stock held by shareholders of
Telegen prior to the Acquisition who received such shares in a private placement
of Telegen's common stock, dated February 15, 1996. See "Selling Shareholders."

DESCRIPTION OF SECURITIES. As of August 23, 1996, SERC's authorized
capital stock consisted of 100,000,000 shares of $.50 par value common stock and
25,000,000 shares of no par value preferred stock. After giving effect to the
redomiciliation of SERC as a California corporation, the SERC California capital
stock will be 100,000,000 shares of no par value common stock and 10,000,000
shares of no par value preferred stock. All shares of SERC California common and
preferred stock have equal voting rights, one vote per share, and are not
assessable. Voting rights are not cumulative; therefore, the holders of more
than 50% of the common and preferred stock of SERC California could, if they
chose to do so, elect all the Directors.

Upon liquidation, dissolution or winding up of SERC California, the assets
of SERC California, after satisfaction of all liabilities and distributions to
preferred shareholders, if any, would be distributed pro rata to the holders of
the common stock. The holders of the common stock do not have preemptive rights
to subscribe for any securities of SERC California and have no right to require
SERC California to redeem or purchase their shares.

Holders of common stock are entitled to dividends, when and if declared by
the board of directors of SERC California, out of funds legally available
therefor. SERC California has not paid any cash dividends on its common stock,
and it is unlikely that any such dividends will be declared in the foreseeable
future.

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RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus. The discussion in this Prospectus
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed herein.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in "Risk Factors" and "The Company" as well as those
discussed elsewhere in this Prospectus. Because the Registration Statement of
which the Prospectus is a part will only become effective after the closing of
the Acquisition the following factors assume the consummation of the
Acquisition.

Absence of Public Market for SERC California Securities

There is presently no market for SERC's common stock and there can be no
assurance that any market will develop. The investment community could show
little or no interest in SERC California in the future. As a result, persons
receiving SERC California securities may have difficulty in reselling such
securities should they desire to do so. SERC intends to apply for the listing
of post-Acquisition SERC California on the Nasdaq SmallCap Market system. As a
result of the Acquisition, it is expected that SERC California will meet the
financial requirements for such a listing and thus, assuming that two registered
and active market makers are obtained and the securities will have a minimum bid
price of $3 per share, will satisfy the requirements for listing on the NASDAQ
Small Cap market system. However, there can be no assurance that a listing on
the NASDAQ Small Cap market system will be obtained. If SERC California is
unable to obtain such a listing, certain Securities and Exchange Commission
regulations pertaining to penny stocks may have a material adverse effect on the
liquidity of SERC California common stock. Such material adverse effects could
include, among other things, impaired liquidity with respect to SERC California
securities and burdensome transactional requirements associated with
transactions in the securities, including, but not limited to, waiting periods,
account and activity reviews, disclosure of additional personal financial
information and substantial written documentation.

History of Telegen Operating Losses; Accumulated Deficit and Minimum Revenues

Telegen was incorporated in 1990 and first shipped products in 1991.
Telegen has been engaged in lengthy development of its products and has incurred
significant operating losses in every fiscal year since its inception. The
cumulative net loss for the period from inception through June 30, 1996 was
$6,748,808. Telegen expects to continue to incur operating losses at least
through the end of 1996. In order to become profitable, Telegen must increase
sales of its existing products, sustain volume manufacturing of its products at
increased levels, develop new products for new and existing markets, and manage
its operating expenses and expand its distribution capability. There can be no
assurance that Telegen will meet and realize these objectives or ever achieve
profitability.

Telegen's Future Capital Needs

Telegen's future capital requirements will depend upon many factors,
including the extent and timing of acceptance of Telegen's products in the
market, the progress of Telegen's research and development, Telegen's operating
results and the status of competitive products. Although Telegen believes that
it currently has adequate capital to meet its forecasts through the end of 1996,
Telegen's actual working capital needs will depend upon numerous factors,
including the progress of Telegen's research and development activities, the
cost of increasing Telegen's sales, marketing and manufacturing activities and
the amount of revenues generated from operations. There

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can therefore be no assurance that Telegen will not require additional funding,
or that any additional financing will be available to Telegen on acceptable
terms, if at all. If adequate funds are not available as required, Telegen's
results of operations will be materially adversely affected.

While Telegen believes it has the capital needed to complete development of
a finished prototype of the HGED flat panel display technology, additional
capital will be needed to establish a high volume production capability. There
can be no assurance that any additional financing will be available to Telegen
on acceptable terms, if at all. If adequate funds are not available as required,
Telegen's results of operations from the flat panel technology will be
materially adversely affected.

Telegen's Exposure to Technological Change

The market for Telegen's products is characterized by rapid technological
change and evolving industry standards and is highly competitive with respect to
timely product innovation. The introduction of products embodying new technology
and the emergence of new industry standards can render existing products
obsolete and unmarketable. Telegen's success will be dependent in part upon its
ability to anticipate changes in technology and industry standards and to
successfully develop and introduce new and enhanced products on a timely basis.
If Telegen is unable to do so, Telegen's results of operations will be
materially adversely affected. For example, Telegen took a longer period of time
than expected to develop its ACS telephone peripheral product line. Although
Telegen believes such delay has not materially affected its ability to market
and sell the ACS products, there can be no assurance that Telegen will not
encounter other technical or similar difficulties that could in the future delay
the introduction of new products or product enhancements. With regard to its
flat panel display technology, there are other more developed and accepted flat
panel display technologies already in commercial production which will compete
with Telegen's technology. There can be no assurance that Telegen will be
successful in the development of its flat panel technology or that Telegen will
not encounter technical or other serious difficulties in its development or
commercialization which would materially adversely affect Telegen's results of
operations.

Telegen's Dependence Upon Key Personnel

Telegen's future success will depend in significant part upon the continued
service of certain key technical and senior management personnel, and Telegen's
ability to attract, assimilate and retain highly qualified technical, managerial
and sales and marketing personnel. Competition for such personnel is intense,
and there can be no assurance that Telegen can retain its existing key
managerial, technical or sales and marketing personnel or that it can attract,
assimilate and retain such employees in the future. The loss of key personnel
or the inability to hire, assimilate or retain qualified personnel in the future
could have a material adverse effect upon Telegen's results of operations.

Telegen has entered into agreements with each of its executive officers (as
well as all other full-time employees) that prohibit disclosure of confidential
information to anyone outside of Telegen both during and subsequent to
employment and require disclosure and assignment to Telegen of all proprietary
rights to any ideas, discoveries or inventions relating to or resulting from the
officer's work for Telegen.

Competition in the Telecommunications Market

The market for telephone peripheral equipment is highly competitive, is
dominated by successful niche marketers and Telegen expects this competition to
continually increase. There are a number of companies which develop,
manufacture and sell telecommunications devices which perform some of the same
functions as those of Telegen's products. There can be no assurance that
Telegen will be able to compete effectively against its competitors, many of
whom may have substantially greater financial resources than Telegen. Further,
some of the telephone call routing functions of Telegen's products can be
provided through reprogramming by Bell Operating Companies of their central
office equipment to allow "equal access" by customers to the long distance
carrier of their choice without "dialing around" by inserting an access code.
Since this "dial around" process is the principal function of Telegen's ACS 2000
and MLD 1000 products, if such an "equal access" feature were introduced, demand
for Telegen's present products would be seriously impaired.

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Telegen's Dependence on Major Customers

Telegen expects that a large proportion of its revenues from its
telecommunications products will be realized from sales to a small number of
companies, primarily the major long distance carriers such as AT&T, MCI, Sprint
and LDDS as well as the Regional Bell Operating Companies such as Bell Atlantic
and SBC. The loss of one or more of these relationships, when developed, could
have a material negative effect on Telegen's results of operations.

Telegen's largest single customer during 1995 was Bell Atlantic, which
purchased Telegen's TeleBlocker product. Bell Atlantic provided $65,890 in
revenues, or approximately 45% of Telegen's total sales for 1995. Additionally,
sales to SynerNet, Inc. and Sprint of $29,297 and $24,833, respectively, in 1995
accounted for approximately 20% and 17%, respectively, of Telegen's total sales
in 1995.

Sales to Bell Atlantic are expected to be lower for 1996 since Telegen's
TeleBlocker was taken off the market to redesign the product to be produced with
alternative components in lieu of a major electronic component of TeleBlocker
that is no longer available. In March 1996, Telegen and MCI entered into a
contract which provides for a minimum delivery of 6,000 ACS 2000 units over the
following 12 months. Sales of such units would represent approximately $380,000
in revenues, or a majority of Telegen's anticipated sales during 1996. However,
there can be no assurance that such revenue from MCI will ultimately be
realized.

Flat Panel Competition; Flat Panel Patent(s)

The market for flat panel displays is dominated by major Japanese companies
such as Sharp Electronics, Toshiba and Sony. Telegen expects this competition
to continually increase. There can be no assurance that Telegen will be able to
compete effectively against its competitors, many of whom may have substantially
greater financial resources than Telegen. Flat panel displays manufactured
utilizing AMLCD technology have been in production for almost 10 years and have
proven market acceptance. New technologies, such as FED and Color Plasma, are
in development by a number of potential competitors, some of whom have greater
financial resources than Telegen. There can be no assurance that Telegen's HGED
technology can compete successfully on a cost or display quality basis with
these other technologies. Further, there can be no assurance that Telegen's
efforts to obtain patent protection for its HGED technology will be successful
or, if patent protection is obtained, that Telegen's patent(s) will provide
adequate protection.

Future Capital for Flat Panel Development and Production

While Telegen believes it has the capital needed to complete development of
a finished prototype of the HGED technology, additional capital will be needed
to establish a high volume production capability. There can be no assurance that
any additional financing will be available to Telegen on acceptable terms, if at
all. If adequate funds are not available as required, Telegen's results of
operations from the flat panel technology will be materially adversely affected.

Telegen's Dependence Upon Limited Number of Manufacturing Sources and Component
Suppliers

Telegen currently relies upon a limited number of manufacturing sources for
its telecom production capability. Although Telegen is currently seeking to
qualify alternative sources of supply, Telegen has not yet contracted for
alternative suppliers to perform such manufacturing activities. In the event of
an interruption of production or delivery of supplies, Telegen's ability to
deliver its products in a timely fashion would be compromised, which would
materially adversely affect Telegen's results of operations. Certain components
used in Telegen's telecommunications products, such as microprocessors, are
available from only a limited number of sources. Although to date Telegen has
generally been able to obtain adequate supplies of these components, Telegen
obtains these components on a purchase order basis and does not have long-term
contracts with any of these suppliers. In addition, some suppliers require that
Telegen either pre-pay the price of components being purchased or establish an
irrevocable letter of credit for the amount of the purchase. Telegen
anticipates that, as it begins manufacture of other products, it will encounter
similar limitations regarding the components for those products. Telegen's
inability in the future to obtain sufficient limited-source components for its
telecommunications and other products, or to develop alternative sources, could
result in delays in product introductions or shipments, which could have a
material adverse effect on Telegen's results of operations.

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Telegen's Need to Develop Marketing Experience

Telegen has limited marketing experience, and expanding Telegen's markets
will require significant expenses, including additions to personnel. There can
be no assurance that Telegen will have all the capital resources necessary to
expand its sales and marketing operations, or that Telegen's attempts to expand
its sales and marketing efforts will be successful.

Intellectual Property

Telegen relies on a combination of patents, trade secret and other
intellectual property law, nondisclosure agreements and other protective
measures to preserve its rights pertaining to its products. Such protection,
however, may not preclude competitors from developing products similar to those
of Telegen. In addition, the laws of certain foreign countries do not protect
Telegen's intellectual property rights to the same extent as do the laws of the
United States. There can also be no assurance that third parties will not
assert intellectual property infringement claims against Telegen. One such
matter was recently dismissed without prejudice to the Company but there is no
assurance that more claims will not be initiated from litigants with more
resources than Telegen. There is no assurance that Telegen will prevail in such
litigation seeking damages or an injunction against the sale of Telegen's
products or that Telegen will be able to obtain any necessary licenses on
reasonable terms or at all.

Dispute Over Canceled Telegen Shares

In August 1991, Telegen issued an aggregate of 208,592 shares of common
stock to Sahara Associates, Inc. ("Sahara") in connection with a letter of
credit and related financing to be obtained by Telegen. A letter of credit in
the amount of $300,000 was issued in favor of Telegen by Bank Sadarat but
Telegen was unable to realize any benefit from such a letter of credit. In
September 1992, Bank Sadarat filed a complaint against Telegen in the Superior
Court of the State of California for the County of San Mateo for approximately
$110,000 advanced under a separate letter of credit. In March 1993, Telegen
canceled the 208,592 shares issued to Sahara and filed a cross-complaint for
declaratory relief against Sahara and others. In that action, Telegen sought a
judicial declaration that the issuance of the aforementioned shares was void for
lack of consideration, that the action of Telegen in canceling such shares was
valid and that the persons to whom such shares were issued have no rights as
shareholders of Telegen. The case was removed to the Federal District Court for
the Northern District of California. In July 1996, Telegen settled Bank
Sadarat's claim by paying Bank Sadarat $100,000, which is less than the
liability for the Bank Sadarat claim that is reflected in Telegen's Financial
Statements which are included in the SERC Information Statement incorporated by
reference herein. The dispute with Sahara regarding the canceled shares has not
yet been resolved. Although the number of shares and percentages of the
outstanding shares referred to in this Registration Statement reflect the
cancellation of shares issued to Sahara, there can be no assurance as to the
ultimate result of the litigation with Sahara.

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<PAGE>

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares by
the Selling Shareholders.

SELLING SHAREHOLDERS

The following table sets forth as of September 4, 1996 certain information
with respect to the beneficial share ownership of the Selling Shareholders. The
following table assumes consummation of the Acquisition and the sale of all of
their Shares by each selling Shareholder. After such sale no Selling Shareholder
will beneficially own one percent (1%) or more of the Shares.

-11-
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES BENEFICIALLY NUMBER OF SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BEING OWNED AFTER
NAME OF SELLING SHAREHOLDER OFFERING OFFERED OFFERING
- ---------------------------------------------------------------------------- ------------------- ------------ -------------------
<S> <C> <C> <C>
National Securities Corporation C/F James Caplan IRA........................ 5,000 5,000 0
Rita Casey.................................................................. 15,000 15,000 0
Rita Casey and Debra Fish................................................... 5,000 5,000 0
Julianne C. Cavanagh IRA Bear Stearns Securities Corp. Cust................. 500 500 0
Richard P. Cavanagh IRA Bear Stearns Securities Corp. Cust.................. 500 500 0
Raymond J. Cervantes and Stephanie L. Cervantes JTWROS...................... 2,500 2,500 0
Golden Pheasant, LTD........................................................ 10,000 10,000 0
William B. Chapman.......................................................... 5,000 5,000 0
c/o Chapman Popik & White
John R. Coghlan............................................................. 10,000 10,000 0
Kenneth I. Cohen Trustee DTD 4-2-93......................................... 10,000 10,000 0
Steven G. Cooperman MD...................................................... 10,000 10,000 0
Rick P. Corbett & Nancy E. Corbett, TTEES, Rick & Nancy Corbett Trust
DTD 12/17/92............................................................. 5,000 5,000 0
Jeffrey W. & Patricia L. Coupe.............................................. 5,000 5,000 0
Jeffrey W. Coupe IRA Bear Stearns Securities Corp. Cust..................... 500 500 0
Patricia L. Coupe IRA Bear Stearns Securities Corp. Cust.................... 2,440 2,440 0
Lincoln White Crane LTD..................................................... 6,000 6,000 0
Michael J. Dacunzo.......................................................... 500 500 0
Bette I. Davis and Jerry J. Davis JTWROS.................................... 5,000 5,000 0
Paul Dehmer................................................................. 2,000 2,000 0
Rick B. Delamarter MD....................................................... 20,000 20,000 0
Edward J. Dempsey........................................................... 8,500 8,500 0
Lelia U. Dempsey............................................................ 1,000 1,000 0
DeWit Land and Investment Co................................................ 5,000 5,000 0
National Securities Corp. Custodian for Joseph G. Dostal IRA................ 5,000 5,000 0
Mildred D. DuCate Trustee, The DuCate Trust DTD 10/18/91.................... 10,000 10,000 0
David J. Easterla........................................................... 1,250 1,250 0
Resources Trust Co. TRUA IRA FBO David J. Easterla.......................... 2,500 2,500 0
Julie J. Ebbert............................................................. 2,500 2,500 0
Harris & Eide, CPA Profit Sharing Plan FBO: Gregory M. Eide................ 5,000 5,000 0
Timothy L. Eide............................................................. 5,000 5,000 0
Paul and Laura Escobosa, as Community Property.............................. 5,000 5,000 0
James C. and Nancy P. Foley, Co-Trustees of the Foley Family Trust DTD
March 7, 1991............................................................ 75,000 75,000 0
Mark G. Foley or Tammy L. Foley............................................. 1,250 1,250 0
Sheldon Fromson............................................................. 5,000 5,000 0
National Securities Corporation C/F Kevin B. Gabbert IRA.................... 1,000 1,000 0
Daniel Garcia and Mary Ellen Garcia......................................... 500 500 0
Blanche L. Gardiner, Jeffrey W. Gardiner, TTEES, Blanche Laurent Gardiner
Trust U/A/D 7/13/89...................................................... 12,000 5,000 7,000
Jeffrey W. Gardiner - IRA Bear Stearns Securities Corp. Cust................ 3,200 3,200 0
Jeffrey W. Gardiner/Bonnie B. Gardiner, JTWROS.............................. 21,000 800 20,200
Ralph M. George II.......................................................... 1,250 1,250 0
Jerry Giles................................................................. 17,000 17,000 0
Charles L. Goldberg IRA Acct. #631 63393-13-135 Smith Barney, Inc.
Rollover Cust............................................................ 5,000 5,000 0
James Good.................................................................. 4,000 4,000 0
R. and L. Trust............................................................. 1,000 1,000 0
</TABLE>

-12-
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES BENEFICIALLY NUMBER OF SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BEING OWNED AFTER
NAME OF SELLING SHAREHOLDER OFFERING OFFERED OFFERING
- ---------------------------------------------------------------------------- ------------------- ------------ -------------------
<S> <C> <C> <C>
Cardiovascular Pulmonary Medical Group, Inc., a Profit Sharing Plan FBO
Kimberly Grant........................................................... 5,000 5,000 0
Steven Grant................................................................ 5,000 5,000 0
Raymond Guerra.............................................................. 5,000 5,000 0
Raymond Cornell Hackett..................................................... 6,000 6,000 0
Donald L. Hansen and Sue Ann Hansen......................................... 10,000 10,000 0
W. Peter Hansen............................................................. 8,000 8,000 0
Michael J. Heller........................................................... 5,000 5,000 0
Joseph Eric Henningsen...................................................... 4,000 4,000 0
National Securities Corporation C/F Joseph E. Henningsen IRA................ 5,000 5,000 0
Larry R. Hinson............................................................. 1,000 1,000 0
Evelyn Holman............................................................... 5,000 5,000 0
Carl C. Hsu & Hui-Ya Hsu.................................................... 5,000 5,000 0
Grant & Jean Hunter, Hunter Family Trust.................................... 15,000 15,000 0
Grant M. Hunter and Marilyn A. Hunter....................................... 5,000 5,000 0
Stephen A. Hunter........................................................... 7,000 7,000 0
Robert and Patricia Hurst................................................... 5,000 5,000 0
T. Steven Ichishta Bear Stearns Sec. Corp. Cust............................. 2,500 2,500 0
Jain Family Trust DTD 12/11/95.............................................. 5,000 5,000 0
Saurabh Jain................................................................ 5,000 5,000 0
Jim's California Auto Body, Inc., Retirement Trust.......................... 7,000 7,000 0
Brett L. Johnson............................................................ 2,500 2,500 0
Daniel Kadisha.............................................................. 5,000 5,000 0
Dean Witter C/F Sander Kafetz............................................... 2,500 2,500 0
Fred & Eva Kashkooli Family Trust........................................... 5,000 5,000 0
Steven Kay - IRA, Bear Stearns Securities Corp. Cust........................ 10,000 6,000 4,000
Thomas E. Kees.............................................................. 11,250 10,000 1,250
Larry D. Kelley and Mary Jane Kelley JTWROS................................. 28,700 20,000 8,700
Kent M. Kilborn............................................................. 500 500 0
Allison Kitchel Jr. and Kay Lee Kitchel JTWROS.............................. 5,000 5,000 0
Robert Kollack.............................................................. 5,000 5,000 0
Jennie Lou Kraft and Verner Kraft Revocable Trust........................... 5,000 5,000 0
Kullberg Family Trust, Gordon & Marion Kullberg, Trustees................... 5,000 5,000 0
Dale C. Landon TTEE, Carole Haes Landon For Landon Family Trust............. 5,000 5,000 0
James W. Lunn and Sally J. Lunn F/T Lunn Trust dated 1-13-92................ 1,000 1,000 0
Larry Lustgarten IRA Bear Stearns Securities Corp. Cust..................... 2,500 2,500 0
Parry Lustgarten, IRA....................................................... 2,500 2,500 0
Norman S. Lynn.............................................................. 20,000 20,000 0
National Securities C/F Thomas Mackenroth IRA............................... 15,000 15,000 0
John D. Magill & Kristina A. Magill......................................... 5,000 5,000 0
The Matthews Family Trust................................................... 5,000 5,000 0
Sean A. McBratney........................................................... 5,000 5,000 0
Daniel R. McCall............................................................ 5,000 5,000 0
Walter J. McCullough........................................................ 5,000 5,000 0
David T. McCune & Debra G. McCune TTEES, FBO McCune Living Trust
U/A DTD 9/19/90.......................................................... 14,000 14,000 0
McDonald Limited, Stanley B. McDonald, GP................................... 20,000 20,000 0
Barbara Tracy Meier Keo MP.................................................. 5,000 5,000 0
</TABLE>

-13-
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES BENEFICIALLY NUMBER OF SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BEING OWNED AFTER
NAME OF SELLING SHAREHOLDER OFFERING OFFERED OFFERING
- ---------------------------------------------------------------------------- ------------------- ------------ -------------------
<S> <C> <C> <C>
Carl L. Meier-IRA, Bear Stearns Securities Corp............................. 2,500 2,500 0
Richard Meister IRA, Bear Stearns Securities Corp........................... 2,500 2,500 0
Debra L. Miller............................................................. 1,000 1,000 0
Stephen R. Miraglia TTEE FBO Stephen R. Miraglia Trust U/A DTD
5/28/87.................................................................. 8,000 8,000 0
George J. Moore & Patricia J. Moore......................................... 5,000 5,000 0
Raghunath Mulukutla......................................................... 5,000 5,000 0
Akira Nakamura-IRA, Bear Stearns Sec. Corp. Cust............................ 5,000 5,000 0
Mark C. Nevdahl............................................................. 5,000 5,000 0
Timothy B. Nyman & Diana G. Nyman JTWROS.................................... 15,000 15,000 0
Arthur L. Patch and Jane B. Patch........................................... 1,250 1,250 0
Mark or Denise Pedersen..................................................... 1,250 1,250 0
Robert W. Peters TTEE and Carolyn H. Peters TTEE, The Robert W.
Peters & Carolyn H. Peters 1992.......................................... 5,000 5,000 0
Carolyn L. Peterson IRA, Bear Stearns Sec. Corp. Cust....................... 1,300 1,300 0
Wilson B. Peterson and Carolyn L. Peterson TTEES FBO Peterson Family
Trust.................................................................... 2,400 2,400 0
Wilson B. Peterson IRA Bear Stearns Sec. Corp. Cust......................... 1,300 1,300 0
Robert & Vee Pirtle......................................................... 5,000 5,000 0
Robert & Barbara Pirtle..................................................... 2,500 2,500 0
Robert W. Pirtle Jr. IRA, Bear Stearns Securities Corp. Cust................ 2,500 2,500 0
Bruce Prescott.............................................................. 5,000 5,000 0
Barry Reder................................................................. 5,000 5,000 0
Leigh R. Reifsteck.......................................................... 1,000 1,000 0
Patrick L. Reilly........................................................... 15,400 15,400 0
Patrick L. Reilly IRA Bear Stearns Sec. Corp. Cust.......................... 4,600 4,600 0
Phillip V. Renz & Shelly J. Renz JTWROS..................................... 5,000 5,000 0
National Securities Corporation C/F Phillip Renz IRA........................ 5,000 5,000 0
Victor W. Renz & Helen A. Renz JTWROS....................................... 5,000 5,000 0
Peter O. Richard & Patricia A. Richard JTWROS............................... 7,500 7,500 0
William F. Richardson....................................................... 5,000 5,000 0
Jerome E. Robertson Profit Sharing Plan..................................... 5,000 5,000 0
Mr. Day P. Rosenberg........................................................ 1,200 1,200 0
Gregory A. Rossini & Zeree D. Rossini TTEES The Rossini Trust............... 10,000 10,000 0
Mark Roth................................................................... 2,500 2,500 0
Rupp Family Trust........................................................... 2,500 2,500 0
Resources Trust FBO Harvey Salzberg......................................... 2,500 2,500 0
David W. Schut Trust u/a DTD 6/13/94........................................ 5,000 5,000 0
Jeffrey D. Scott............................................................ 1,000 1,000 0
Larry Simon, TTEE, The Larry & Suzanne Simon Family Trust DTD
1/27/90.................................................................. 5,000 5,000 0
John R. Smith............................................................... 2,500 2,500 0
N. Richard Smith............................................................ 1,250 1,250 0
Theodore F. Smith........................................................... 5,000 5,000 0
John A. & Marguerite L. Spitler TTEES FBO The John A. & Marguerite L.
Spitler Trust DTD 5/15/91................................................ 5,000 5,000 0
Staples & Sons, Roger Staples, Partner...................................... 5,000 5,000 0
Clifford C. Stephens........................................................ 10,000 10,000 0
Walter A. Strutz............................................................ 5,000 5,000 0
</TABLE>

-14
<PAGE>

PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling Shareholders or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made in any one or more transactions on the NASDAQ SmallCap system, or any
exchange on which the Common Stock may then be listed, in the over-the-counter
market or otherwise in negotiated transactions or a combination of such methods
of sale, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling Shareholders
may effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may sell the Shares as agent or may purchase such Shares as
principal and resell them for their own account pursuant to this Prospectus.
Such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Shareholders and/or
purchasers of the Shares, for whom they may act as agent (which compensation may
be in excess of customary commissions). In connection with such sales, the
Selling Shareholders and any participating brokers or dealers may be deemed to
be "underwriters" as defined in the Securities Act.

LEGAL MATTERS

Certain legal matters relating to the validity of the securities offered
hereby have been passed upon for the Company by Wilson Sonsini Goodrich &
Rosati, Professional Corporation, Palo Alto, California.

-15-
<PAGE>

EXPERTS

The financial statements of SERC and Telegen incorporated herein by
reference from SERC's Form S-4 have been audited for SERC by Cordovano and
Company, P.C., and for Telegen by Coopers & Lybrand, L.L.P., independent
auditors, respectively, as set forth in their reports thereon incorporated by
reference herein. Such financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.

-16-
<PAGE>

================================================================================

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 3
Incorporation of Certain Documents by Reference............................ 3
The Company................................................................ 5
Risk Factors............................................................... 7
Use of Proceeds............................................................ 11
Selling Shareholders....................................................... 11
Plan of Distribution....................................................... 15
Legal Matters.............................................................. 15
Experts.................................................................... 16
</TABLE>

______________________________

No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information and representations must not
be relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy the Shares by anyone in any jurisdiction in
which such offer or solicitation is not authorized, or in which the person
making the offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. Under no circumstances
shall the delivery of this Prospectus or any sale made pursuant to this
Prospectus, create any implication that the information contained in this
Prospectus is correct as of any time subsequent to the date of this Prospectus.

1,334,450 Shares

SOLAR ENERGY
RESEARCH CORP.

______________________________

Common Stock

PROSPECTUS

September 4, 1996

================================================================================
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses, all of which will be
paid by the Registrant in connection with the sale and distribution of the
securities being registered, other than underwriting discounts and commissions,
if any. All of the amounts shown are estimates except the SEC registration fee.

<TABLE>
<S> <C>
SEC registration fee............................................... $ 1,270
Legal fees and expenses............................................ 40,000
Accounting fees and expenses....................................... 7,500
Blue Sky fees and expenses (including legal fees).................. 2,000
Transfer agent's and registrar's fees and expenses................. 500
Miscellaneous expenses............................................. 3,730
________

Total $ 55,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article V of the Company's Restated
Articles of Incorporation and Article VI of the Company's Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California Corporations Code. In addition, the
Company intends to enter into indemnification agreements with its officers and
directors.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the California Corporation Law and Bylaws of the Company, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

II-1
<PAGE>

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- ----------------------------------------------------------------------
<S> <C>
2.1 Plan of Acquisition+
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1 Consent of Coopers & Lybrand, L.L.P., Independent Accountants
23.2 Consent of Cordovano and Company, P.C., Independent Auditors
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
27.1 Financial Data Schedule+
</TABLE>

____________________________
+ Incorporated by Reference to the Registrant's amended Registration Statement
on Form S-4 (File No. 333-4037) as originally filed with the Commission on May
17, 1996.

ITEM 17. UNDERTAKINGS

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:

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

b. To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration Statement;
and

c. To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (a) and (b) above 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 Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") that are incorporated by reference in the 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.

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.

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 foregoing provisions, 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

II-2
<PAGE>

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.

The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, the information omitted from
the form of Prospectus filed as part of this Registration Statement in reliance
upon 430A and contained in a form of Prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared effective.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Solar Energy Research Corp., a corporation organized and existing under the laws
of the State of Colorado, certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Longmont, State of Colorado, on this
4th day of September, 1996.

SOLAR ENERGY RESEARCH CORP.

By: /s/ JAMES B. WIEGAND
----------------------------------------------
James B. Wiegand
President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints James B.
Wiegand, jointly and severally, as attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendment to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to said attorneys-in-fact, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or either of them, or their 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 by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------- --------------------------- ------------------
<S> <C> <C>
/s/ JAMES B. WIEGAND President, Chief Accounting September 4, 1996
- ----------------------- Officer and Chairman of the
James B. Wiegand Board

/s/ MARK E.A. WIEGAND Treasurer, Chief Financial September 4, 1996
- ----------------------- Officer
Mark E.A. Wiegand and Director

/s/ JANET S. COLLINS Secretary and Director September 4, 1996
- -----------------------
Janet S. Collins
</TABLE>

II-4
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- --------------------------------------------------------------------- -------------
<S> <C> <C>
2.1 Plan of Acquisition + --
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation II-6
23.1 Consent of Coopers & Lybrand, L.L.P., Independent Accountants II-7
23.2 Consent of Cordovano and Company, P.C., Independent Auditors II-8
23.3 Consent of Counsel (included in Exhibit 5.1) --
24.1 Power of Attorney II-4
27.1 Financial Data Schedule+ --
</TABLE>

_____________________
+ Incorporated by Reference to the amended Registrant's Registration
Statement on Form S-4 (File No. 333-4037) as originally filed with the
Commission on May 17, 1996.

II-5

<PAGE>

Exhibit 5.1
-----------

September 4, 1996

Solar Energy Research Corp.
10075 E. County Line Road
Longmont, Colorado 80501

RE: REGISTRATION STATEMENT ON FORM S-3
----------------------------------

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about September 4, 1996 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 1,334,450 shares of your Common Stock,
no par value per share (and, after the Acquisition described therein, 1,334,450
shares of SERC California Common Stock) (the "Shares"), to be sold by certain
shareholders listed in the Registration Statement (the "Selling Shareholders").
As your counsel, we have examined the proceedings taken and proposed to be taken
in connection with the sale of the Shares by the Selling Shareholders in the
manner set forth in the Registration Statement in the Section entitled "Plan of
Distribution."

It is our opinion that the Shares, when sold by the Selling Shareholders in
the manner referred to in the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendment thereto.

Very truly yours,

Wilson Sonsini Goodrich & Rosati
Professional Corporation

<PAGE>

Exhibit 23.1
------------

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement of
Solar Energy Research Corp. on Form S-3 (File No. 33-____) of our report dated
April 19, 1996, on our audits of the financial statements of Telegen Corporation
as of December 31, 1995 and 1994, and for the years ended December 31, 1995 and
1994, which report is included in the registration statement on Form S-4 (File
No. 333-4037) Amendment No. 2. We also consent to the reference to our firm
under the caption "Experts" in this Registration Statement.

COOPERS & LYBRAND, L.L.P.

Sacramento, California
September 4, 1996

<PAGE>

Exhibit 23.2
------------

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-3) and related Prospectus of Solar Energy
Research Corp. for the registration of 1,334,450 shares of its Common Stock and
to the incorporation by reference therein of our report dated January 22, 1996
with respect to the consolidated financial statements of Solar Energy Research
Corp. which was filed with its S-4 Registration Statement (File No. 333-4037)
with the Commission on May 17, 1996.

/s/ Cordovano and Company, P.C.
-----------------------------------
CORDOVANO AND COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

Denver, Colorado
September 4, 1996