As filed with the Securities and Exchange Commission on April 25, 1997.

                                                 Registration No.33-____________
    ------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act Of 1933


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

Delaware                                  33-0576371
 (State or other  jurisdiction          (IRS Employer Identification No.)
of incorporation  or organization)  


         701 Palomar Airport Road, Suite 200, Carlsbad, California 92009
               (Address of Principal Executive Office) (Zip Code)
                            -------------------------

                             1993 Stock Option Plan;
                      Onsite Energy Corporation 401(k) Plan
                            (Full title of the plans)
                            -------------------------

                               RICHARD T. SPERBERG
                                    President
                       701 Palomar Airport Road, Suite 200
                           Carlsbad, California 92009
                     (Name and address of agent for service)
                            -------------------------

                                 (760) 931-2400
          (Telephone number, including area code, of agent for service)
                            -------------------------


         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following |X|


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                         CALCULATION OF REGISTRATION FEE


                                          Proposed    Proposed
Title of                                  Maximum     Maximum Amount
Securities       Amount      Offering     Aggregate   of
to be            to be       Price Per    Offering    Registration
Registered       Registered  Share        Price       Fee



Class A
Common Stock,
par value $.001   850,000     $0.23 (1)  $ 195,500      $67.41




(1)      Estimated  solely for the purposes of calculating the  registration fee
         on the basis of the  average  of the high and low  sales  prices of the
         registrant's  Class A Common  Stock as  quoted on the  Nasdaq  bulletin
         board on April 24, 1997.



<PAGE>







                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The  following  documents  filed  or  to  be  filed  by  Onsite  Energy
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission") are incorporated by reference in this registration statement.

1. The Company's annual report on Form 10-KSB for the year ended June 30, 1996.

2. The Company's quarterly report on Form 10-QSB for the quarter ended 
September 30, 1996.

3. The Company's quarterly report on Form 10-QSB for the quarter ended 
December 31, 1996.

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement and to be a part thereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware provides for the
indemnification  of officers and directors under certain  circumstances  against
expenses incurred successfully defending against a claim and authorizes Delaware
corporations   to  indemnify   their   officers  and  directors   under  certain
circumstances  against  expenses and liabilities  incurred in legal  proceedings
involving  such  persons  because  of their  being or having  been an officer or
director. The Articles of Incorporation and the Bylaws of the Registrant provide
for  indemnification of its officers and directors to the full extent authorized
by law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

Exhibit No.

5.1          Opinion of Bartel Eng Linn & Schroder, counsel to Company
24.1         Written Consent of Hein + Associates, independent accountants
24.2         Consent of Bartel Eng Linn & Schroder is contained in Exhibit 5.1

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities  Act  of  1933,  as  amended  (the  "Securities   Act"),   each  such
post-effective  amendment  shall  be  deemed  to be new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to section  13(a) or section  15(d) of the Exchange Act
that is incorporated by reference in the registration  statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities and Exchange  Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>






                                                
                                                     SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Carlsbad, State of California, on April 25, 1997.

                                                      ONSITE ENERGY CORPORATION,
                                                          a Delaware corporation


                                                     By \s\ Richard T. Sperberg
                                                        -----------------------
                                                             Richard T. Sperberg
                                                             President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


         Signatures                                                   Date


 \s\ Richard T. Sperberg                                       April 25, 1997
---------------------------------------------                 ---------------
Richard T. Sperberg, President,
Chief Executive Officer (Principal
Executive Officer) and Director


 \s\ J. Bradford Hanson                                        April 25, 1997
---------------------------------------------                 ---------------
J. Bradford Hanson, Chief Financial Officer
(Principal Financial and Accounting Officer)


 \s\ Charles C. McGettigan                                     April 25, 1997
---------------------------------------------                 ---------------
Charles C. McGettigan, Chairman of the Board


 \s\ William M. Gary, III                                      April 25, 1997
---------------------------------------------                 ---------------
William M. Gary, III, Director


 \s\ H.Tate Holt                                               April 25, 1997
---------------------------------------------                 ---------------
H. Tate Holt, Director    

 \s\ Timothy G. Clark                                          April 25, 1997
---------------------------------------------                 ---------------
Timothy G. Clark, Director