_____________________________________________________________


                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                      _______________________


                             FORM 8-K


                          CURRENT REPORT



              Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934



                           June 12, 1998
                         (Date of Report)



                     ONSITE ENERGY CORPORATION
      (Exact name of registrant as specified in its charter)



STATE OF DELAWARE         1-12738             33-0576371
(State or other          (Commission         (IRS Employer
jurisdiction of          File Number)     Identification Number)
incorporation)



 701 Palomar Airport Road, Suite 200, Carlsbad, California  92009
        Address of principal executive offices) (Zip Code)


 Registrant's telephone number, including area code: 760-931-2400



<PAGE2>


Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Item 5. OTHER EVENTS.

     On  June  12,  1998, Onsite Energy Corporation, a Delaware corporation
("Onsite"), executed an Agreement of Purchase and Sale of Stock (the "Stock
Purchase Agreement") to acquire 100% of the issued and outstanding stock of
Lighting  Technology Services,  Inc.,  a  California  corporation  ("LTS"),
effective as of  April 1, 1998.

     In exchange  for  all  of  the  LTS outstanding stock, Russell William
Royal ("Royal") and Keith Aldrich ("Aldrich"), the sole shareholders of LTS
(the  "LTS Shareholders"), received an  aggregate  of  Six  Hundred  Ninety
Thousand  (690,000)  shares  of  Onsite's  Class  A Common Stock, par value
$0.001 per share, Three Hundred Thousand Dollars ($300,000) in cash and two
promissory notes in the amount of One Hundred Thousand  Dollars  ($100,000)
each,  payable  by July 12, 1998.  The LTS Shareholders may also receive  a
one-time earn-out  payment  in  1999,  payable  in  either stock or cash at
Onsite's sole discretion, to be based upon the actual earnings contribution
of  LTS  from April 1, 1998 through March 31, 1999.  As  a  result  of  the
purchase, LTS is now a wholly-owned subsidiary of Onsite.

     The LTS  Shareholders  now  beneficially own approximately 4.3% of the
outstanding common stock of Onsite.  The Class A Common Stock issued to the
LTS Shareholders is not registered  under  the  Securities  Act of 1933, as
amended.

     In  connection  with  the Stock Purchase Agreement, Royal and  Aldrich
have  executed  Employment Agreements  with  Onsite  to  provide  exclusive
services to LTS until  March  31,  2000.  Royal will serve as the President
and Chief Operating Officer of LTS,  and  Aldrich  will  serve  as the Vice
President  and  Responsible  Managing  Officer.  Richard Sperberg, Onsite's
Chief  Executive Officer, will serve as the Chairman  and  Chief  Executive
Officer of LTS.

     Pursuant  to  the  Stock Purchase Agreement, each of Royal and Aldrich
shall continue to be a director of LTS until March 31, 1999, or until he is
no longer employed by LTS,  whichever  is earlier.  Richard Sperberg, Frank
Mazanec and Audrey Nelson Stubenberg, all  Onsite officers, will also serve
on LTS' Board of Directors.

     LTS is a Santa Ana, California, based lighting  services  company.  It
will  continue  to  pursue  independent lighting services opportunities  in
commercial, industrial and educational  markets,  while  providing lighting
subcontractor services to energy services companies, including Onsite.



<PAGE3>


Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

     a.   FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

          (1)  Financial  statements  of  LTS  will  be filed by  amendment
               within 60 days.

     b.   EXHIBITS.

          2.3       Copy of the Stock Purchase Agreement

          10.93     Copy of Royal Employment Agreement

          10.94     Copy of Aldrich Employment Agreement




                             SIGNATURE

          Pursuant to the requirements of the Securities  Exchange  Act  of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated:  June 24, 1998

                              ONSITE ENERGY CORPORATION



                              By:  RICHARD T. SPERBERG
                                   _______________________
                                   Richard T. Sperberg
                                   President
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_____________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                      _______________________

                             FORM 8-K

                          CURRENT REPORT

              Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934

                           June 12, 1998
                         (Date of Report)

                     ONSITE ENERGY CORPORATION
      (Exact name of registrant as specified in its charter)

STATE OF DELAWARE         1-12738             33-0576371
(State or other          (Commission         (IRS Employer
jurisdiction of          File Number)     Identification Number)
incorporation)

 701 Palomar Airport Road, Suite 200, Carlsbad, California  92009
        Address of principal executive offices) (Zip Code)

 Registrant's telephone number, including area code: 760-931-2400
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Item 5. OTHER EVENTS.

     On  June  12,  1998, Onsite Energy Corporation, a Delaware corporation
("Onsite"), executed an Agreement of Purchase and Sale of Stock (the "Stock
Purchase Agreement") to acquire 100% of the issued and outstanding stock of
Lighting  Technology Services,  Inc.,  a  California  corporation  ("LTS"),
effective as of  April 1, 1998.

     In exchange  for  all  of  the  LTS outstanding stock, Russell William
Royal ("Royal") and Keith Aldrich ("Aldrich"), the sole shareholders of LTS
(the  "LTS Shareholders"), received an  aggregate  of  Six  Hundred  Ninety
Thousand  (690,000)  shares  of  Onsite's  Class  A Common Stock, par value
$0.001 per share, Three Hundred Thousand Dollars ($300,000) in cash and two
promissory notes in the amount of One Hundred Thousand  Dollars  ($100,000)
each,  payable  by July 12, 1998.  The LTS Shareholders may also receive  a
one-time earn-out  payment  in  1999,  payable  in  either stock or cash at
Onsite's sole discretion, to be based upon the actual earnings contribution
of  LTS  from April 1, 1998 through March 31, 1999.  As  a  result  of  the
purchase, LTS is now a wholly-owned subsidiary of Onsite.

     The LTS  Shareholders  now  beneficially own approximately 4.3% of the
outstanding common stock of Onsite.  The Class A Common Stock issued to the
LTS Shareholders is not registered  under  the  Securities  Act of 1933, as
amended.

     In  connection  with  the Stock Purchase Agreement, Royal and  Aldrich
have  executed  Employment Agreements  with  Onsite  to  provide  exclusive
services to LTS until  March  31,  2000.  Royal will serve as the President
and Chief Operating Officer of LTS,  and  Aldrich  will  serve  as the Vice
President  and  Responsible  Managing  Officer.  Richard Sperberg, Onsite's
Chief  Executive Officer, will serve as the Chairman  and  Chief  Executive
Officer of LTS.

     Pursuant  to  the  Stock Purchase Agreement, each of Royal and Aldrich
shall continue to be a director of LTS until March 31, 1999, or until he is
no longer employed by LTS,  whichever  is earlier.  Richard Sperberg, Frank
Mazanec and Audrey Nelson Stubenberg, all  Onsite officers, will also serve
on LTS' Board of Directors.

     LTS is a Santa Ana, California, based lighting  services  company.  It
will  continue  to  pursue  independent lighting services opportunities  in
commercial, industrial and educational  markets,  while  providing lighting
subcontractor services to energy services companies, including Onsite.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

     a.   FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

          (1)  Financial  statements  of  LTS  will  be filed by  amendment
               within 60 days.

     b.   EXHIBITS.

          2.3       Copy of the Stock Purchase Agreement

          10.93     Copy of Royal Employment Agreement

          10.94     Copy of Aldrich Employment Agreement

                             SIGNATURE

          Pursuant to the requirements of the Securities  Exchange  Act  of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated:  June 24, 1998

                              ONSITE ENERGY CORPORATION

                              By:  RICHARD T. SPERBERG
                                   _______________________
                                   Richard T. Sperberg
                                   President