_____________________________________________________________


                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 30, 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.

     Pursuant  to  an "Asset Purchase Agreement" (the "Purchase Agreement")
and  various  ancillary   agreements   relating   thereto  (the  "Ancillary
Agreements"),  on  June  30,  1998,  SYCOM ONSITE Corporation,  a  Delaware
corporation ("SYCOM ONSITE") and a wholly-owned subsidiary of Onsite Energy
Corporation, a Delaware corporation ("Onsite"), acquired all of the project
assets and assumed certain specific liabilities  of Sycom Enterprises, LLC,
a  Delaware  limited  liability  company  ("Sycom  LLC").    The  principal
consideration  for  the  acquisition  was  1,750,000 Onsite Class A  Common
Shares, $.001 par value (the "Purchase Common Shares"). The Purchase Common
Shares have both demand and piggyback registration  rights  pursuant  to  a
"Registration Rights Agreement".

     In  order  to  provide for the income taxes resulting from the sale of
Sycom LLC's assets, Onsite  agreed  to  loan  to Sycom LLC up to $1 million
immediately prior to the time that such taxes become  due.   The loan shall
be secured by the Purchase Common Shares pursuant to a form of Stock Pledge
Agreement.   Sycom LLC shall retain all voting rights with respect  to  the
pledged shares.   The loan will be due June 30, 2000 and will be payable in
cash or Purchase Common Shares at the election of Sycom LLC.

     Sycom LLC has designated two Directors for addition to Onsite's Board,
increasing the total number of Onsite Directors from six to eight.  Richard
T. Sperberg remains President and Chief Executive Officer of Onsite, and S.
Lynn Sutcliffe shall  be  elected  Chairman  of  Onsite's  Board, replacing
Charles McGettigan, who shall remain as a Director of Onsite.

     In addition to the asset acquisition, and as an integral  part  of the
transactions  contemplated  by  the Purchase Agreement, pursuant to a "Sale
And Noncompetition Agreement" entered  into  with  two  affiliates of Sycom
LLC,  Sycom  Corporation, a Delaware corporation ("Sycom Corp")  and  Sycom
Enterprises, L.P.,  a  Delaware  limited  partnership  ("Sycom  LP"), SYCOM
ONSITE  has acquired the right to obtain the services and know-how  of  the
workforce-in-place  of  Sycom  Corp,  and also a covenant not to compete of
both  Sycom  Corp  and  Sycom  LP. The consideration  under  the  Sale  and
Noncompetition Agreement is 157,500  shares  of Onsite Series D Convertible
Preferred Stock, $.001 par value (the "Preferred  Shares"), which have been
deposited into an escrow. The Preferred Shares have  no  dividend or voting
rights,  and are convertible into 15,750,000 Onsite Class A  Common  Shares
(the "Common  Shares")  pursuant  to  the  terms  of  the  "Certificate  of
Designation  of  the  Series D Convertible Preferred Stock of Onsite Energy
Corporation".  The Common  Shares  into  which  the Preferred Shares may be
converted (together, the "Escrow Shares") have both  demand  and  piggyback
registration rights pursuant to the "Registration Rights Agreement".  Sycom
Corp shall execute an irrevocable proxy to the designee of the Onsite Board

<PAGE3>


of  Directors  with  respect  to  the  Common Shares until such time as any
Common Shares in escrow are canceled or released from escrow.

     Pursuant to a financial plan to be  jointly  prepared by Onsite, SYCOM
ONSITE, and Sycom Corp (the "Financial Plan"), SYCOM ONSITE shall reimburse
Sycom  Corp  for  the costs of the Sycom Corp employees  at  their  current
salary and fringe benefit  levels  (including reasonable G&A). SYCOM ONSITE
shall also loan to Sycom Corp and Sycom  LP from time to time in accordance
with the Financial Plan an amount equal to  the  general and administrative
expenses and third-party debt payments of both Sycom Corp and Sycom LP that
cannot otherwise be paid by utilizing the cash resources  of Sycom Corp and
Sycom  LP (the "Onsite Loan"). Solely as an accommodation and  without  any
assumption  of liability, included in such Onsite Loan amounts shall be the
monthly  debt   service  payments  owed  by  Sycom  LP  to  Public  Service
Conservation Resources  Corporation ("PSCRC") pursuant to the terms of that
certain "Settlement Agreement"  entered  into between PSCRC and Sycom LP in
January 1998 (the "PSCRC Debt"). PSCRC has  consented  to  the transactions
contemplated by the Purchase Agreement and the Ancillary Agreements.

     Upon  thirty  days'  prior written notice, the Sale and Noncompetition
Agreement may be terminated  without  liability  in  the  exercise  of  the
reasonable   business  judgment  of  Onsite's  Board  of  Directors.   Upon
termination, Sycom  Corp and Sycom LP would be released from their covenant
not to compete.

     Pursuant to an "Escrow  Agreement", the Escrow Shares shall be held in
escrow  until the eighth (8{th})  anniversary  of  the  closing  date  (the
"Escrow Share  Release  Date"),  at which time, if not previously released,
the Escrow Shares shall be delivered  to  Sycom  Corp.   At  the request of
Sycom Corp, and subject to the concurrence of a majority of those directors
of  Onsite  who  were  not elected by Sycom LLC, at any time prior  to  the
Escrow Share Release Date,  a  portion  of  the  Escrow  Shares may be used
directly or as collateral for a loan to pay all or a portion  of  the PSCRC
Debt,  or  the  Onsite  Loan  after  the  PSCRC Debt has been paid in full.
Furthermore, the release of the Escrow Shares  may be accelerated if either
all of the following circumstances exist or such  accelerated release would
directly  and immediately result in all of the following:  (a)  payment  in
full of the  PSCRC  Debt;  and  (b) payment in full of the Onsite Loan; and
(c)(i) the average closing market  price of the Onsite Common Shares over a
period of ten (10) consecutive trading  days  meets  or  exceeds  $2.00 per
share,  AND  (ii) over any four consecutive quarters from the closing  date
through December  31,  1999,  the total after-tax earnings per share of the
Onsite Common Shares (taking into account the Purchase Common Shares issued
to Sycom LLC under the Purchase  Agreement and the Common Shares into which
the Preferred Shares are convertible,  but not taking into account earnings
from acquisitions subsequent to the closing date or shares issued for those
acquisitions) meets or exceeds $0.15; provided,  however,  that   both such

<PAGE4>


minimum  share price requirement and minimum earnings per share requirement
shall increase  by  ten  percent (10%) per year each year thereafter (i.e.,
$2.20 per share and $0.165  per  share,  respectively, from January 1, 2000
through  December  31,  2000,  $2.42  per  share  and  $0.1815  per  share,
respectively, from January 1, 2001 through December 31, 2001, etc.).

     Pursuant to the terms of a "Share Repurchase  Agreement",  Onsite  may
repurchase the Escrow Shares for $.001 per Preferred Share if: (a) the Sale
and  Noncompetition  Agreement  is terminated, and (b) after June 30, 2000,
such repurchase is justifiable based on the exercise of the Onsite Board of
Directors' reasonable business judgment  in  consideration of the following
factors: (i) the key employees of Sycom Corp are  no  longer being retained
by  SYCOM  ONSITE,  and (ii) there is no reasonably foreseeable  likelihood
that all of the following conditions shall be satisfied: (x) the PSCRC Debt
shall be satisfied, (y)  the  Onsite  Loan shall be satisfied, and (z) that
both share performance benchmarks described  in  the Escrow Agreement shall
be  achieved.   Onsite  may also repurchase the Escrow  Shares  during  the
thirty-day period prior to  the Escrow Share Release Date if any one of the
three conditions for release  of the Escrow Shares have not been satisfied.
At such time as the Escrow Shares  are  released  from  the escrow to Sycom
Corp,  up to three additional Onsite Board members shall be  designated  by
Sycom Corp.

     A Voting  Agreement  with  a term of three years has also been entered
into between and among several of  the  principal  stockholders  of Onsite,
Sycom Corp, and the member of Sycom LLC to vote at the next annual meetings
of  Onsite to authorize the issuance of additional Common Shares to  permit
the conversion  of  the  Preferred  Stock,  and  for  the  election  of the
designated Directors.

     If  a  complaint is filed by any third party as a result of the above-
described transactions  which  names  Onsite or SYCOM ONSITE as a defendant
and such complaint is not dismissed within 90 days, Onsite may, at its sole
option,  terminate  and  unwind the above-described  transactions  with  no
penalty or liability.

     The foregoing description  of the Purchase Agreement and the Ancillary
Agreements  thereto is a summary of  certain  of  the  provisions  of  such
Purchase Agreement and Ancillary Agreements.  Reference is made to the full
Purchase Agreement  and  the Ancillary Agreements relating thereto attached
hereto as Exhibit 2.1 which are incorporated herein by reference for all of
their terms and conditions.


<PAGE5>


     Onsite Energy Corporation  is  a comprehensive energy services company
that  assists  its customers in reducing  electricity  and  fuel  costs  by
developing,  designing,  constructing,  owning,  and  operating  efficient,
environmentally  sound energy projects.  Onsite also offers a full range of
professional consulting  services,  which  include  direct access planning,
market assessments, business strategy and public policy  analyses,  utility
deregulation  and environmental impact/feasibility studies.  It is Onsite's
mission to be the  premier independent provider of energy service solutions
for industrial, institutional, and commercial customers.


Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

     a.   FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

          (1)  Financial statements representing the assets and liabilities
               to be  acquired  from  Sycom  LLC will be filed by amendment
               within 60 days.

     b.   EXHIBITS.

          2.4   Copy  of  the  Asset  Purchase  Agreement   with   Ancillary
                Agreements.

          4.2   Copy  of  the  Certificate  of  Designation of the Series  D
                Convertible Preferred Stock of Onsite Energy Corporation

          10.95 Copy of the Share Repurchase Agreement.



<PAGE6>

                             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 30, 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 30, 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.

     Pursuant  to  an "Asset Purchase Agreement" (the "Purchase Agreement")
and  various  ancillary   agreements   relating   thereto  (the  "Ancillary
Agreements"),  on  June  30,  1998,  SYCOM ONSITE Corporation,  a  Delaware
corporation ("SYCOM ONSITE") and a wholly-owned subsidiary of Onsite Energy
Corporation, a Delaware corporation ("Onsite"), acquired all of the project
assets and assumed certain specific liabilities  of Sycom Enterprises, LLC,
a  Delaware  limited  liability  company  ("Sycom  LLC").    The  principal
consideration  for  the  acquisition  was  1,750,000 Onsite Class A  Common
Shares, $.001 par value (the "Purchase Common Shares"). The Purchase Common
Shares have both demand and piggyback registration  rights  pursuant  to  a
"Registration Rights Agreement".

     In  order  to  provide for the income taxes resulting from the sale of
Sycom LLC's assets, Onsite  agreed  to  loan  to Sycom LLC up to $1 million
immediately prior to the time that such taxes become  due.   The loan shall
be secured by the Purchase Common Shares pursuant to a form of Stock Pledge
Agreement.   Sycom LLC shall retain all voting rights with respect  to  the
pledged shares.   The loan will be due June 30, 2000 and will be payable in
cash or Purchase Common Shares at the election of Sycom LLC.

     Sycom LLC has designated two Directors for addition to Onsite's Board,
increasing the total number of Onsite Directors from six to eight.  Richard
T. Sperberg remains President and Chief Executive Officer of Onsite, and S.
Lynn Sutcliffe shall  be  elected  Chairman  of  Onsite's  Board, replacing
Charles McGettigan, who shall remain as a Director of Onsite.

     In addition to the asset acquisition, and as an integral  part  of the
transactions  contemplated  by  the Purchase Agreement, pursuant to a "Sale
And Noncompetition Agreement" entered  into  with  two  affiliates of Sycom
LLC,  Sycom  Corporation, a Delaware corporation ("Sycom Corp")  and  Sycom
Enterprises, L.P.,  a  Delaware  limited  partnership  ("Sycom  LP"), SYCOM
ONSITE  has acquired the right to obtain the services and know-how  of  the
workforce-in-place  of  Sycom  Corp,  and also a covenant not to compete of
both  Sycom  Corp  and  Sycom  LP. The consideration  under  the  Sale  and
Noncompetition Agreement is 157,500  shares  of Onsite Series D Convertible
Preferred Stock, $.001 par value (the "Preferred  Shares"), which have been
deposited into an escrow. The Preferred Shares have  no  dividend or voting
rights,  and are convertible into 15,750,000 Onsite Class A  Common  Shares
(the "Common  Shares")  pursuant  to  the  terms  of  the  "Certificate  of
Designation  of  the  Series D Convertible Preferred Stock of Onsite Energy
Corporation".  The Common  Shares  into  which  the Preferred Shares may be
converted (together, the "Escrow Shares") have both  demand  and  piggyback
registration rights pursuant to the "Registration Rights Agreement".  Sycom
Corp shall execute an irrevocable proxy to the designee of the Onsite Board
of  Directors  with  respect  to  the  Common Shares until such time as any
Common Shares in escrow are canceled or released from escrow.

     Pursuant to a financial plan to be  jointly  prepared by Onsite, SYCOM
ONSITE, and Sycom Corp (the "Financial Plan"), SYCOM ONSITE shall reimburse
Sycom  Corp  for  the costs of the Sycom Corp employees  at  their  current
salary and fringe benefit  levels  (including reasonable G&A). SYCOM ONSITE
shall also loan to Sycom Corp and Sycom  LP from time to time in accordance
with the Financial Plan an amount equal to  the  general and administrative
expenses and third-party debt payments of both Sycom Corp and Sycom LP that
cannot otherwise be paid by utilizing the cash resources  of Sycom Corp and
Sycom  LP (the "Onsite Loan"). Solely as an accommodation and  without  any
assumption  of liability, included in such Onsite Loan amounts shall be the
monthly  debt   service  payments  owed  by  Sycom  LP  to  Public  Service
Conservation Resources  Corporation ("PSCRC") pursuant to the terms of that
certain "Settlement Agreement"  entered  into between PSCRC and Sycom LP in
January 1998 (the "PSCRC Debt"). PSCRC has  consented  to  the transactions
contemplated by the Purchase Agreement and the Ancillary Agreements.

     Upon  thirty  days'  prior written notice, the Sale and Noncompetition
Agreement may be terminated  without  liability  in  the  exercise  of  the
reasonable   business  judgment  of  Onsite's  Board  of  Directors.   Upon
termination, Sycom  Corp and Sycom LP would be released from their covenant
not to compete.

     Pursuant to an "Escrow  Agreement", the Escrow Shares shall be held in
escrow  until the eighth (8{th})  anniversary  of  the  closing  date  (the
"Escrow Share  Release  Date"),  at which time, if not previously released,
the Escrow Shares shall be delivered  to  Sycom  Corp.   At  the request of
Sycom Corp, and subject to the concurrence of a majority of those directors
of  Onsite  who  were  not elected by Sycom LLC, at any time prior  to  the
Escrow Share Release Date,  a  portion  of  the  Escrow  Shares may be used
directly or as collateral for a loan to pay all or a portion  of  the PSCRC
Debt,  or  the  Onsite  Loan  after  the  PSCRC Debt has been paid in full.
Furthermore, the release of the Escrow Shares  may be accelerated if either
all of the following circumstances exist or such  accelerated release would
directly  and immediately result in all of the following:  (a)  payment  in
full of the  PSCRC  Debt;  and  (b) payment in full of the Onsite Loan; and
(c)(i) the average closing market  price of the Onsite Common Shares over a
period of ten (10) consecutive trading  days  meets  or  exceeds  $2.00 per
share,  AND  (ii) over any four consecutive quarters from the closing  date
through December  31,  1999,  the total after-tax earnings per share of the
Onsite Common Shares (taking into account the Purchase Common Shares issued
to Sycom LLC under the Purchase  Agreement and the Common Shares into which
the Preferred Shares are convertible,  but not taking into account earnings
from acquisitions subsequent to the closing date or shares issued for those
acquisitions) meets or exceeds $0.15; provided,  however,  that   both such
minimum  share price requirement and minimum earnings per share requirement
shall increase  by  ten  percent (10%) per year each year thereafter (i.e.,
$2.20 per share and $0.165  per  share,  respectively, from January 1, 2000
through  December  31,  2000,  $2.42  per  share  and  $0.1815  per  share,
respectively, from January 1, 2001 through December 31, 2001, etc.).

     Pursuant to the terms of a "Share Repurchase  Agreement",  Onsite  may
repurchase the Escrow Shares for $.001 per Preferred Share if: (a) the Sale
and  Noncompetition  Agreement  is terminated, and (b) after June 30, 2000,
such repurchase is justifiable based on the exercise of the Onsite Board of
Directors' reasonable business judgment  in  consideration of the following
factors: (i) the key employees of Sycom Corp are  no  longer being retained
by  SYCOM  ONSITE,  and (ii) there is no reasonably foreseeable  likelihood
that all of the following conditions shall be satisfied: (x) the PSCRC Debt
shall be satisfied, (y)  the  Onsite  Loan shall be satisfied, and (z) that
both share performance benchmarks described  in  the Escrow Agreement shall
be  achieved.   Onsite  may also repurchase the Escrow  Shares  during  the
thirty-day period prior to  the Escrow Share Release Date if any one of the
three conditions for release  of the Escrow Shares have not been satisfied.
At such time as the Escrow Shares  are  released  from  the escrow to Sycom
Corp,  up to three additional Onsite Board members shall be  designated  by
Sycom Corp.

     A Voting  Agreement  with  a term of three years has also been entered
into between and among several of  the  principal  stockholders  of Onsite,
Sycom Corp, and the member of Sycom LLC to vote at the next annual meetings
of  Onsite to authorize the issuance of additional Common Shares to  permit
the conversion  of  the  Preferred  Stock,  and  for  the  election  of the
designated Directors.

     If  a  complaint is filed by any third party as a result of the above-
described transactions  which  names  Onsite or SYCOM ONSITE as a defendant
and such complaint is not dismissed within 90 days, Onsite may, at its sole
option,  terminate  and  unwind the above-described  transactions  with  no
penalty or liability.

     The foregoing description  of the Purchase Agreement and the Ancillary
Agreements  thereto is a summary of  certain  of  the  provisions  of  such
Purchase Agreement and Ancillary Agreements.  Reference is made to the full
Purchase Agreement  and  the Ancillary Agreements relating thereto attached
hereto as Exhibit 2.1 which are incorporated herein by reference for all of
their terms and conditions.
Onsite Energy Corporation  is  a comprehensive energy services company
that  assists  its customers in reducing  electricity  and  fuel  costs  by
developing,  designing,  constructing,  owning,  and  operating  efficient,
environmentally  sound energy projects.  Onsite also offers a full range of
professional consulting  services,  which  include  direct access planning,
market assessments, business strategy and public policy  analyses,  utility
deregulation  and environmental impact/feasibility studies.  It is Onsite's
mission to be the  premier independent provider of energy service solutions
for industrial, institutional, and commercial customers.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

     a.   FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

          (1)  Financial statements representing the assets and liabilities
               to be  acquired  from  Sycom  LLC will be filed by amendment
               within 60 days.

     b.   EXHIBITS.

          2.4   Copy  of  the  Asset  Purchase  Agreement   with   Ancillary
                Agreements.

          4.2   Copy  of  the  Certificate  of  Designation of the Series  D
                Convertible Preferred Stock of Onsite Energy Corporation

          10.95 Copy of the Share Repurchase 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 30, 1998

                              ONSITE ENERGY CORPORATION

                              By:  RICHARD T. SPERBERG
                                   Richard T. Sperberg
                                   President