U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER 1-12738
(Check One:) CUSIP NUMBER 68284P 10 8
<square> Form 10-K and 10-KSB <square> Form 20-F <square> Form 11-K
<checked-box> Form 10-Q and 10-QSB <square> Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Full Name of Registrant
ONSITE ENERGY CORPORATION
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
701 PALOMAR AIRPORT ROAD, SUITE 200
City, State and Zip Code
CARLSBAD, CA 92009
PART II -- RULES 12B - 25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate.)
<checked-box>(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
<checked-box>(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-K, Form 11-K, Form N-SAR or a portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or portion thereof will be filed
on or before the fifth calendar day following the prescribed due date;
and
<checked-box>(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
<PAGE>
PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K and 10-KSB, 20-F,
11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof could
not be filed within the prescribed period.
More time is necessary to complete the drafting and review of the
Form 10-QSB.
(Attached Extra Sheets if Needed).
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
RICHARD T. SPERBERG 760 931-2400
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
<checked-box> Yes <square> No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion thereof?
<square> Yes <checked-box> No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
ONSITE ENERGY CORPORATION
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: February 17, 1998 By: RICHARD T. SPERBERG
_________________________
Richard T. Sperberg
