_____________________________________________________________


                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



                         October 28, 1997
                         (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

<PAGE>1

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

     On October 28, 1997, Onsite Energy Corporation, a Delaware corporation
("Onsite"  or  the  "Company"),  entered  into  a  "Plan  And  Agreement of
Reorganization"  (the  "Reorganization  Agreement")  with  Westar  Business
Services,  Inc., a Kansas corporation ("WBS"), Westar Energy, Inc. ("Westar
Energy"), a  Kansas  corporation  and  sole  shareholder  of WBS and Westar
Capital, Inc., a Kansas corporation ("Westar Capital").

     Pursuant to the Reorganization Agreement, the parties  effected a "tax
free" exchange under Section 368(a)(1)(B) of the Internal Revenue  Code  of
1986,  as  amended  (the  "Reorganization").  Specifically, Onsite acquired
100% of WBS's issued and outstanding  capital  stock,  consisting solely of
Common  Stock,  no  par  value, in exchange for One Million  Seven  Hundred
Thousand (1,700,000) shares  of  Onsite's  Class  A Common Stock, par value
$0.001 per share.  An additional 800,000 shares of  Onsite  Class  A Common
Stock  will  be  delivered  to  Westar  Capital  in  the event that WBS has
executed  certain  additional  business  contracts.  The number  of  shares
issued  was determined through negotiations  between  the  parties.   As  a
result of  the  Reorganization,  WBS  is  now  a wholly-owned subsidiary of
Onsite.

     WBS provides performance contracting services,  utility  services  and
industrial  water  services in the states of Kansas, Missouri and Oklahoma.
The acquisition provides  Onsite with the ability to develop new markets in
the mid-west and other areas.

     In connection with the  Reorganization,  Western  Resources, Inc., and
its subsidiaries have agreed not to compete with Onsite in certain business
services for five years in fifteen states.

     The foregoing description of the Reorganization Agreement is a summary
of  certain  of  its  provisions  and reference is made to a  copy  of  the
Reorganization  Agreement  which is attached  hereto  as  Exhibit  2.1  and
incorporated herein by reference for all of its terms and conditions.

     In a related transaction,  on  October 28, 1997, Onsite entered into a
Stock Subscription Agreement (the "Stock  Agreement")  with Westar Capital.
Pursuant to the Stock Agreement, Onsite has made a private placement of Two
Million (2,000,000) shares of Onsite's Class A Common Stock  at Fifty Cents
($.50)  per  share  and  Two Hundred Thousand (200,000) shares of  Onsite's
newly created Series C Convertible  Preferred Stock at Five Dollars ($5.00)
per share.  Each share of Onsite's Series  C Convertible Preferred Stock is
convertible into five shares on Onsite's Class  A  Common Stock and earns a
dividend of 9.75% per annum.

     Under  the  Stock Agreement, between June 30, 1998  and  December  31,
1998, Westar Capital will also have the right to purchase up to two million
(2,000,000) additional  shares  of  Onsite's Class A Common Stock at market

<PAGE>3

price, but not below $1.00 or above $2.00  per  share.  Further, Onsite may
require  further  investment  in Series C Convertible  Preferred  Stock  by
Westar Capital of up to two million  dollars ($2,000,000) before the end of
1998.

     Further, as part of the Stock Agreement, Westar Capital will limit its
equity ownership to 45% of the outstanding  shares  of  the  Class A Common
Stock  on  a  fully  diluted  basis  for a period of five years, unless  it
receives the Company's permission to exceed such limit.

     Pursuant to the terms of the Stock  Agreement, Westar Capital also has
preemptive rights to purchase its pro rata share of any equity offerings of
the Company on the same terms, limited to  the  45%  limit set forth above.
In the case of certain acquisitions by the Company of  another  corporation
or  substantially all of its assets, the exercise price for the pre-emption
rights shall be the average trading price of Onsite's Class A Common Stock.
For any  such  acquisitions  prior to December 31, 1998, the exercise price
shall be at least $1.00, but not more than $2.00.

     Additionally, Westar Capital  has  the  right  to  initially elect one
director  to  Onsite's board and has selected Rita A. Sharpe  as  director.
Ms. Sharpe is President of Westar Capital and Westar Business Services, and
has  twenty years  of  experience  in  the  electric  utility  and  related
industries.

     The  foregoing  description  of  the Stock Subscription Agreement is a
summary of certain of its provisions and reference is made to a copy of the
Stock Subscription Agreement which is attached  hereto  as Exhibit 10.1 and
incorporated herein by reference for all of its terms and conditions.

     Further, certain principal Onsite shareholders have  entered  into  an
agreement with Westar Capital (the "Stockholders Agreement") to ensure that
Westar  Capital  will receive representation on Onsite's board of directors
in proportion to its ownership.

     The Class A Common  Stock  purchased  by Westar Capital (including the
Class  A  Common  Stock underlying the Series C  Preferred  Stock)  is  not
registered under the  Securities  Act of 1933, as amended.  The Company and
Westar Capital have entered into a  Registration  Rights Agreement granting
Westar   Capital  three  demand  registrations  and  unlimited   piggy-back
registration  rights  with  respects to the Class A Common Stock (including
the Class A Common Stock underlying the Series C Preferred Stock).

     Pursuant to the Certificate of Designations for the Series C Preferred
Stock, if, at any time four or  more  quarterly  dividends,  whether or not
consecutive,  on  the  Series  C  Convertible Preferred Stock shall  be  in
default,  in whole or in part, the holders  of  the  Series  C  Convertible
Preferred Stock shall be entitled to elect the smallest number of Directors
as would constitute  a  majority of the Board of Directors, and the holders

<PAGE>4

of the Class A Common Stock  as  a  class  shall  be  entitled to elect the
remaining Directors.  Such voting rights shall continue until all dividends
accrued on the Series C Convertible Preferred Stock shall have been paid or
set apart for payment, at which time such voting power  shall cease until a
like default in payment recurs.

     Each share of Preferred Stock is convertible at any time at the option
of the holder into five (5) fully paid and nonassessable  share  of Class A
Common Stock.  The Company may require conversion if, at any time after six
months  from  the  date  of issuance but before two years from the date  of
issuance of the Preferred  Stock,  the Average Closing Price of the Class A
Common Stock of the Company exceeds  $2.00  per  share.   However,  in that
event,  the Company will be required to pay that amount which the Preferred
Stock would have earned in dividends had the conversion not been forced.

     The  foregoing  description  of  the Registration Rights Agreement and
Certificate of Designation are a summary of certain of their provisions and
reference is made to a copy of such Agreements which are attached hereto as
Exhibit 10.2 and 4.1, respectively.

     Westar  Capital  now beneficially owns  approximately  thirty  percent
(30%) of the outstanding shares of Onsite.


Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

     a.   FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

          (1)  Financial  statements of Westar Business Services, Inc. will
               be filed by amendment within 60 days.

     b.   EXHIBITS.

          2.1  Copy of the Plan and Agreement of Reorganization

          4.1  Copy  of the  Certificate  of  Designation  of  the  Rights,
               Privileges  and  Preferences  of  the  Series  C Convertible
               Preferred Stock of Onsite Energy Corporation

          10.1 Copy of the Stock Subscription Agreement

          10.2 Copy of the Registration Rights Agreement

<PAGE>5

                             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:  November 11, 1997



                              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

                         October 28, 1997
                         (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
1

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

     On October 28, 1997, Onsite Energy Corporation, a Delaware corporation
("Onsite"  or  the  "Company"),  entered  into  a  "Plan  And  Agreement of
Reorganization"  (the  "Reorganization  Agreement")  with  Westar  Business
Services,  Inc., a Kansas corporation ("WBS"), Westar Energy, Inc. ("Westar
Energy"), a  Kansas  corporation  and  sole  shareholder  of WBS and Westar
Capital, Inc., a Kansas corporation ("Westar Capital").

     Pursuant to the Reorganization Agreement, the parties  effected a "tax
free" exchange under Section 368(a)(1)(B) of the Internal Revenue  Code  of
1986,  as  amended  (the  "Reorganization").  Specifically, Onsite acquired
100% of WBS's issued and outstanding  capital  stock,  consisting solely of
Common  Stock,  no  par  value, in exchange for One Million  Seven  Hundred
Thousand (1,700,000) shares  of  Onsite's  Class  A Common Stock, par value
$0.001 per share.  An additional 800,000 shares of  Onsite  Class  A Common
Stock  will  be  delivered  to  Westar  Capital  in  the event that WBS has
executed  certain  additional  business  contracts.  The number  of  shares
issued  was determined through negotiations  between  the  parties.   As  a
result of  the  Reorganization,  WBS  is  now  a wholly-owned subsidiary of
Onsite.

     WBS provides performance contracting services,  utility  services  and
industrial  water  services in the states of Kansas, Missouri and Oklahoma.
The acquisition provides  Onsite with the ability to develop new markets in
the mid-west and other areas.

     In connection with the  Reorganization,  Western  Resources, Inc., and
its subsidiaries have agreed not to compete with Onsite in certain business
services for five years in fifteen states.

     The foregoing description of the Reorganization Agreement is a summary
of  certain  of  its  provisions  and reference is made to a  copy  of  the
Reorganization  Agreement  which is attached  hereto  as  Exhibit  2.1  and
incorporated herein by reference for all of its terms and conditions.

     In a related transaction,  on  October 28, 1997, Onsite entered into a
Stock Subscription Agreement (the "Stock  Agreement")  with Westar Capital.
Pursuant to the Stock Agreement, Onsite has made a private placement of Two
Million (2,000,000) shares of Onsite's Class A Common Stock  at Fifty Cents
($.50)  per  share  and  Two Hundred Thousand (200,000) shares of  Onsite's
newly created Series C Convertible  Preferred Stock at Five Dollars ($5.00)
per share.  Each share of Onsite's Series  C Convertible Preferred Stock is
convertible into five shares on Onsite's Class  A  Common Stock and earns a
dividend of 9.75% per annum.

     Under  the  Stock Agreement, between June 30, 1998  and  December  31,
1998, Westar Capital will also have the right to purchase up to two million
(2,000,000) additional  shares  of  Onsite's Class A Common Stock at market
3

price, but not below $1.00 or above $2.00  per  share.  Further, Onsite may
require  further  investment  in Series C Convertible  Preferred  Stock  by
Westar Capital of up to two million  dollars ($2,000,000) before the end of
1998.

     Further, as part of the Stock Agreement, Westar Capital will limit its
equity ownership to 45% of the outstanding  shares  of  the  Class A Common
Stock  on  a  fully  diluted  basis  for a period of five years, unless  it
receives the Company's permission to exceed such limit.

     Pursuant to the terms of the Stock  Agreement, Westar Capital also has
preemptive rights to purchase its pro rata share of any equity offerings of
the Company on the same terms, limited to  the  45%  limit set forth above.
In the case of certain acquisitions by the Company of  another  corporation
or  substantially all of its assets, the exercise price for the pre-emption
rights shall be the average trading price of Onsite's Class A Common Stock.
For any  such  acquisitions  prior to December 31, 1998, the exercise price
shall be at least $1.00, but not more than $2.00.

     Additionally, Westar Capital  has  the  right  to  initially elect one
director  to  Onsite's board and has selected Rita A. Sharpe  as  director.
Ms. Sharpe is President of Westar Capital and Westar Business Services, and
has  twenty years  of  experience  in  the  electric  utility  and  related
industries.

     The  foregoing  description  of  the Stock Subscription Agreement is a
summary of certain of its provisions and reference is made to a copy of the
Stock Subscription Agreement which is attached  hereto  as Exhibit 10.1 and
incorporated herein by reference for all of its terms and conditions.

     Further, certain principal Onsite shareholders have  entered  into  an
agreement with Westar Capital (the "Stockholders Agreement") to ensure that
Westar  Capital  will receive representation on Onsite's board of directors
in proportion to its ownership.

     The Class A Common  Stock  purchased  by Westar Capital (including the
Class  A  Common  Stock underlying the Series C  Preferred  Stock)  is  not
registered under the  Securities  Act of 1933, as amended.  The Company and
Westar Capital have entered into a  Registration  Rights Agreement granting
Westar   Capital  three  demand  registrations  and  unlimited   piggy-back
registration  rights  with  respects to the Class A Common Stock (including
the Class A Common Stock underlying the Series C Preferred Stock).

     Pursuant to the Certificate of Designations for the Series C Preferred
Stock, if, at any time four or  more  quarterly  dividends,  whether or not
consecutive,  on  the  Series  C  Convertible Preferred Stock shall  be  in
default,  in whole or in part, the holders  of  the  Series  C  Convertible
Preferred Stock shall be entitled to elect the smallest number of Directors
as would constitute  a  majority of the Board of Directors, and the holders
4

of the Class A Common Stock  as  a  class  shall  be  entitled to elect the
remaining Directors.  Such voting rights shall continue until all dividends
accrued on the Series C Convertible Preferred Stock shall have been paid or
set apart for payment, at which time such voting power  shall cease until a
like default in payment recurs.

     Each share of Preferred Stock is convertible at any time at the option
of the holder into five (5) fully paid and nonassessable  share  of Class A
Common Stock.  The Company may require conversion if, at any time after six
months  from  the  date  of issuance but before two years from the date  of
issuance of the Preferred  Stock,  the Average Closing Price of the Class A
Common Stock of the Company exceeds  $2.00  per  share.   However,  in that
event,  the Company will be required to pay that amount which the Preferred
Stock would have earned in dividends had the conversion not been forced.

     The  foregoing  description  of  the Registration Rights Agreement and
Certificate of Designation are a summary of certain of their provisions and
reference is made to a copy of such Agreements which are attached hereto as
Exhibit 10.2 and 4.1, respectively.

     Westar  Capital  now beneficially owns  approximately  thirty  percent
(30%) of the outstanding shares of Onsite.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

     a.   FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

          (1)  Financial  statements of Westar Business Services, Inc. will
               be filed by amendment within 60 days.

     b.   EXHIBITS.

          2.1  Copy of the Plan and Agreement of Reorganization

          4.1  Copy  of the  Certificate  of  Designation  of  the  Rights,
               Privileges  and  Preferences  of  the  Series  C Convertible
               Preferred Stock of Onsite Energy Corporation

          10.1 Copy of the Stock Subscription Agreement

          10.2 Copy of the Registration Rights Agreement
5

                             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:  November 11, 1997

                              ONSITE ENERGY CORPORATION

                              By:  RICHARD T. SPERBERG

                                   Richard T. Sperberg
                                   President