SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549




                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



         Date of report (Date of earliest event reported)
                                                                              

                           FINET HOLDINGS CORPORATION
------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


        0-18108                                       94-3115180
------------------------------               ---------------------------
(Commission File Number)                   (I.R.S. Employer Identification No.)

              3021 Citrus Circle, Suite 150, Walnut Creek, CA   94598
------------------------------------------------------------------------------
          (Address of Principal Executive Offices)             Zip Code)

                                 (925) 988-6550
------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

           505 Sansome Street, #1420, San Francisco, California 94111
------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



Item 5:  Other Events

     Effective January 15, 1999 ("Closing Date"),  Registrant,  on the one hand,
and the holders of all of the issued and outstanding 3% Subordinated Convertible
Debentures issued by Registrant  ("Debentures") as well as the holders of all of
the  Series A  Convertible  Preferred  Stock  issued by  Registrant  ("Series  A
Stock"), on the other hand (in the aggregate "Investors"), entered into a series
of  agreements  pursuant to which the terms of the  Debentures  and the Series A
Stock  were   restructured   ("Restructuring   Agreements").   Pursuant  to  the
Restructuring  Agreements,  the  Investors  agreed  to  convert  on one or  more
occasions,  an aggregate of $1.1 million of the face amount of  Debentures  into
2,200,000 common shares of Registrant, at a conversion price of $0.50 per share,
and further to convert on one or more  occasions an addition $4.4 million of the
face amount of  Debentures  into  7,333,333  common  shares of  Registrant  at a
conversion price of $0.60 per share.

     Also as part of the  Restructuring  Agreements the Registrant  redeemed the
remaining  $1.5 million of the total $7.0 million of Debentures at 100% of their
face amount ($1.5 million), effective upon the Closing Date, and redeemed all of
the outstanding Series A Stock effective on the Closing Date,  representing $2.5
million of Series A Stock.  $500,000 of that sum was paid on the  Closing  Date,
and the remaining  $2.0 million will be paid on the earlier of March 15, 1999 or
the date on which Registrant sells its loan servicing portfolio.

     As part of the  Restructuring  Agreements,  Registrant  issued to Investors
840,000 five-year common stock warrants, exercisable at $1.50 per common shares.

     As a result of the Restructuring Agreements,  Registrant retired all of the
outstanding  Debentures  through a combination of conversion to common stock and
redemption, redeemed all of the outstanding Series A Stock, and issued 9,533,333
shares of its common stock resulting from conversion of the Debentures  pursuant
to the Restructuring Agreements.

Item 7. Exhibits

         Exhibit 7.1:      Restructuring Agreement and Amendment

         Exhibit 7.2:      Warrant to Purchase Common Stock
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3946}]
{"company-data": {"conformed-name": "FINET HOLDINGS CORP", "cik": "0000852450", "assigned-sic": "6163", "irs-number": "943115180", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18108", "film-number": "99532155"}, "business-address": {"street1": "3021 CITRUS CIRCLE STE 150", "city": "WALMUT CREEK", "state": "CA", "zip": "94598", "phone": "4152635420"}, "mail-address": {"street1": "505 SANSOME STREET 14290", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111"}, "former-company": {"former-conformed-name": "WILLIAM & CLARISSA INC", "date-changed": "19920525"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported)
                                                                              

                           FINET HOLDINGS CORPORATION
------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        0-18108                                       94-3115180
------------------------------               ---------------------------
(Commission File Number)                   (I.R.S. Employer Identification No.)

              3021 Citrus Circle, Suite 150, Walnut Creek, CA   94598
------------------------------------------------------------------------------
          (Address of Principal Executive Offices)             Zip Code)

                                 (925) 988-6550
------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

           505 Sansome Street, #1420, San Francisco, California 94111
------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Item 5:  Other Events

     Effective January 15, 1999 ("Closing Date"),  Registrant,  on the one hand,
and the holders of all of the issued and outstanding 3% Subordinated Convertible
Debentures issued by Registrant  ("Debentures") as well as the holders of all of
the  Series A  Convertible  Preferred  Stock  issued by  Registrant  ("Series  A
Stock"), on the other hand (in the aggregate "Investors"), entered into a series
of  agreements  pursuant to which the terms of the  Debentures  and the Series A
Stock  were   restructured   ("Restructuring   Agreements").   Pursuant  to  the
Restructuring  Agreements,  the  Investors  agreed  to  convert  on one or  more
occasions,  an aggregate of $1.1 million of the face amount of  Debentures  into
2,200,000 common shares of Registrant, at a conversion price of $0.50 per share,
and further to convert on one or more  occasions an addition $4.4 million of the
face amount of  Debentures  into  7,333,333  common  shares of  Registrant  at a
conversion price of $0.60 per share.

     Also as part of the  Restructuring  Agreements the Registrant  redeemed the
remaining  $1.5 million of the total $7.0 million of Debentures at 100% of their
face amount ($1.5 million), effective upon the Closing Date, and redeemed all of
the outstanding Series A Stock effective on the Closing Date,  representing $2.5
million of Series A Stock.  $500,000 of that sum was paid on the  Closing  Date,
and the remaining  $2.0 million will be paid on the earlier of March 15, 1999 or
the date on which Registrant sells its loan servicing portfolio.

     As part of the  Restructuring  Agreements,  Registrant  issued to Investors
840,000 five-year common stock warrants, exercisable at $1.50 per common shares.

     As a result of the Restructuring Agreements,  Registrant retired all of the
outstanding  Debentures  through a combination of conversion to common stock and
redemption, redeemed all of the outstanding Series A Stock, and issued 9,533,333
shares of its common stock resulting from conversion of the Debentures  pursuant
to the Restructuring Agreements.

Item 7. Exhibits

         Exhibit 7.1:      Restructuring Agreement and Amendment

         Exhibit 7.2:      Warrant to Purchase Common Stock