U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C., 20549


                                  FORM 10-QSB/A
                    (Amendment No. 1 Filed on March 2, 2000)



(Mark One)
X    QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 For the quarterly period ended September 30, 1999.

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 For the transition period from _____________  to ______________

Commission File Number 1-12738


                            ONSITE ENERGY CORPORATION
                 (Name of small business issuer in its charter)


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


701 Palomar Airport Road, Suite 200, Carlsbad, CA            92009
     (Address of principal executive offices)              (Zip Code)


Issuer's telephone number, including area code:  (760) 931-2400


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

The number of Class A common stock, $0.001 par value, outstanding as of November
15, 1999 is 18,641,302.


<PAGE>2


                            Onsite Energy Corporation
                      Condensed Consolidated Balance Sheet
                               September 30, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>


<S>                                                                            <C>
ASSETS
Current Assets:
    Cash                                                                        $      585,325
    Accounts receivable, net of allowance for doubtful accounts of $35,000           4,690,765
    Inventory                                                                          183,760
    Capitalized project costs                                                          206,169
    Costs and estimated earnings in excess of billings on uncompleted contracts        723,299
    Assets held for sale                                                               328,172
    Other current assets                                                                43,423
                                                                                --------------
           TOTAL CURRENT ASSETS                                                      6,760,913

    Cash-restricted
                                                                                       118,775
    Property and equipment, net of accumulated depreciation and amortization
      $1,122,000                                                                     1,284,791
    Other assets                                                                        41,221
                                                                                --------------
           TOTAL ASSETS                                                         $    8,205,700
                                                                                ==============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Notes payable - related parties                                             $       81,456
    Notes payable                                                                    1,900,551
    Accounts payable                                                                 9,384,270
    Billings in excess of costs and estimated earnings on uncompleted contracts        955,798
    Accrued expenses and other liabilities                                           1,140,770
                                                                                --------------
          TOTAL CURRENT LIABILITIES                                                 13,462,845

Long-Term Liabilities:
    Accrued future operation and maintenance costs associated with energy
      services agreements                                                              140,288
  Notes Payable, less current portion                                                   56,866
                                                                                --------------
          TOTAL LIABILITIES                                                         13,659,999
                                                                                --------------
Commitments and contingencies

Shareholders' Equity (Deficit):
     Preferred Stock, Series C, 842,500 shares authorized, 649,120 issued and
       outstanding (Aggregate $3,245,600 liquidation preference)                           649
     Preferred Stock, Series D, 157,500 shares authorized, issued and
       outstanding and held in escrow                                                        -
     Preferred Stock, Series E, 50,000 shares authorized, issued and
       outstanding                                                                          50
    Common Stock, $.001 par value, 24,000,000 shares authorized:
       Class A common stock, 23,999,000 shares authorized, 18,641,302 issued
         and outstanding                                                                18,641
       Class B common stock, 1,000 shares authorized, none issued and
         outstanding                                                                         -
    Additional paid-in capital                                                      27,413,164
    Notes receivable - stockholders                                                 (4,335,523)
    Accumulated deficit                                                            (28,551,280)
                                                                                --------------
         TOTAL SHAREHOLDERS' DEFICIT                                                (5,454,299)
                                                                                --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                            $    8,205,700
                                                                                ==============
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>3


                            Onsite Energy Corporation
                      Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                      Three Months Ended September 30,
                                                          1999               1998
                                                      ------------       ------------

<S>                                                   <C>                <C>
Revenues                                              $  9,492,957       $  9,314,041
Utility Revenue                                            124,298            140,174

Cost of sales                                             7,339,742          7,899,511
                                                      -------------      -------------
  Gross margin                                            2,277,513          1,554,704

Selling, general, and administrative expenses             2,979,350          2,691,458
Depreciation and amortization expense                       143,625            290,622
Recovery of reserve provided for sale
  or disposal of subsidiary                                (358,670)                 -
                                                      -------------      -------------
     Operating loss                                        (486,792)        (1,427,376)
                                                      -------------      -------------
  Other income (expense):
    Interest expense                                       (118,153)          (110,328)
    Interest income                                           5,623             37,924
                                                      -------------      -------------
     Total other expense                                   (112,530)           (72,404)
                                                      -------------      -------------
Loss before provision for income taxes                     (599,322)        (1,499,780)

Provision for income taxes                                    3,600                  -
                                                      -------------      -------------
Net loss                                              $    (602,922)     $  (1,499,780)
                                                      =============      =============
Net loss allocated to common shareholders             $  (1,365,684)     $  (1,525,355)
                                                      =============      =============
Basic and diluted loss per common share               $       (0.07)     $       (0.08)
                                                      =============      =============
Weighted average number of shares
  used in per common share calculation:                  18,628,894         18,295,536
                                                      =============      =============
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


<PAGE>4

                            Onsite Energy Corporation
                       Consolidated Statement of Cashflows

<TABLE>
<CAPTION>


                                                                   Three Months Ended September 30,
                                                                        1999              1998
                                                                    ------------     -------------
<S>                                                              <C>                <C>
Cash flows from operating activities:

Net loss                                                            $  (602,922)     $  (1,499,780)
Adjustments to reconcile net loss to net cash
  provided by operating activities:
    Amortization of excess purchase price over net
      assets acquired                                                     8,279            125,598
    Amortization of acquired contract costs                             (59,147)                 -
    Non-cash compensation related to stock issuance                      47,500
    Provision for bad debts                                                   -             74,970
    Depreciation                                                        135,345            165,024
    Recovery of reserve provided for sale or disposal of
      subsidiary                                                       (358,670)                 -
(Increase) decrease:
    Accounts receivable                                                 705,086         (2,544,304)
    Costs and estimated earnings in excess of billings on
      uncompleted contracts                                             381,431            204,360
    Inventory                                                             1,802             16,786
    Other assets                                                        (15,387)           318,343
    Cash-restricted                                                      29,063                  -
Increase (decrease):
    Accounts payable                                                    980,634          2,082,451
    Billings in excess of costs and estimated earnings on
      uncompleted contracts                                            (440,965)                 -
    Accrued expenses and other liabilities                             (727,873)          (159,673)
    Deferred income                                                      (5,130)                 -
                                                                    -----------     --------------
      Net cash provided by (used in) operating activities                79,046         (1,216,225)
                                                                    -----------     --------------
Cash flows from investing activities:
    Purchases of property and equipment                                 (21,186)           (38,544)
    Loan to shareholders                                               (242,424)          (806,735)
                                                                    -----------     --------------
      Net cash used in investing activities                            (263,610)          (845,279)
                                                                    -----------     --------------
Cash flows from financing activities:
    Proceeds from issuance of preferred stock                         1,000,000          1,000,000
    Proceeds from exercise of stock options                                   -             15,301
    Proceeds from borrowings, net                                             -            244,973
    Repayment of notes payable - related party                         (130,458)          (143,794)
    Repayment of notes payable                                       (1,000,061)                 -
                                                                    -----------     --------------
      Net cash provided by financing activities                        (130,519)         1,116,480
                                                                    -----------     --------------
Net decrease in cash                                                   (315,083)          (945,024)

Cash, beginning of year                                                 900,408          2,093,006
                                                                    -----------     --------------
Cash, end of quarter                                                $   585,325     $    1,147,982
                                                                    ===========     ==============
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>5


                            ONSITE ENERGY CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: As contemplated by the Securities and Exchange Commission under Item 310
     of Regulation S-B, the accompanying financial statements and footnotes have
     been  condensed  and do not contain all  disclosures  required by generally
     accepted  accounting   principles  and,   therefore,   should  be  read  in
     conjunction  with the Form 10-KSB for Onsite Energy  Corporation dba ONSITE
     SYCOM Energy  Corporation (the "Company") as of and for the year ended June
     30, 1999 and all other  subsequent  filings.  In the opinion of management,
     the accompanying  unaudited  financial  statements  contain all adjustments
     (consisting of normal  recurring  adjustments)  necessary to present fairly
     its  financial  position  and  results of its  operations  for the  interim
     period.

NOTE 2:  The  consolidated  balance  sheet as of  September  30,  1999,  and the
     consolidated  statements of operations  and cash flows for the three months
     ended  September 30, 1999 and 1998,  represent  the financial  position and
     results of operations of the Company.

NOTE 3: Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
     Private  Securities  Litigation  Reform Act of 1995.  With the exception of
     historical  facts stated  herein,  the matters  discussed in this quarterly
     report  are  "forward   looking"   statements   that   involve   risks  and
     uncertainties  that could cause actual  results to differ  materially  from
     projected results.  The "forward looking"  statements  contained herein are
     cross-referenced  to this  paragraph.  Such  "forward  looking"  statements
     include,   but  are  not  necessarily  limited  to,  statements   regarding
     anticipated  levels of future  revenue and earnings from  operations of the
     Company,  projected  costs and  expenses  related to the  Company's  energy
     services agreements, and the availability of future debt and equity capital
     on commercially  reasonable terms.  Factors that could cause actual results
     to differ materially  include,  in addition to the other factors identified
     in this report, the cyclical and volatile price of energy, the inability to
     continue to contract  sufficient  customers  to replace  contracts  as they
     become completed,  unanticipated  delays in the approval of proposed energy
     efficiency measures by the Company's  customers,  delays in the receipt of,
     or  failure  to  receive  necessary  governmental  or  utility  permits  or
     approvals,  or the renewals thereof,  risks and  uncertainties  relating to
     general   economic  and  political   conditions,   both   domestically  and
     internationally, changes in the law and regulations governing the Company's
     activities as an energy services company and the activities of the nation's
     regulators  and  public  utilities  seeking  energy  efficiency  as a  cost
     effective  alternative to  constructing  new power  generation  facilities,
     results of project  specific  and company  working  capital  and  financing
     efforts  and market  conditions,  and other risk  factors  detailed  in the
     Company's  Securities and Exchange  Commission  filings  including the risk
     factors  set forth in the  Company's  Form 10-KSB for the fiscal year ended
     June 30, 1999 (as amended). Readers of this report are cautioned not to put

<PAGE>6


     undue reliance on "forward looking"  statements which are, by their nature,
     uncertain  as  reliable  indicators  of  future  performance.  The  Company
     disclaims  any intent or  obligation  to  publicly  update  these  "forward
     looking" statements, whether as a result of new information,  future events
     or otherwise.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Background

The Company is an energy services company ("ESCO") that assists energy customers
in lowering their energy costs by developing,  engineering,  installing,  owning
and  operating  efficient,  environmentally  sound energy  efficiency  and power
supply  projects,  and  advising  customers  on  the  purchasing  of  energy  in
deregulating  energy  markets.  The Company  offers its services to  industrial,
commercial,  institutional and residential customers.  By combining development,
engineering,  analysis, and project and financial management skills, the Company
provides a complete  package of services,  ranging from  feasibility  assessment
through  construction and operation for projects  incorporating energy efficient
lighting, energy management systems,  heating,  ventilation and air conditioning
("HVAC")  upgrades,  cogeneration  and  other  energy  efficiency  measures.  In
addition,  the Company offers bill auditing,  tariff analysis,  transmission and
distribution  analysis and upgrade and  aggregation  services.  The Company also
provides  professional  consulting  services  in  the  areas  of  direct  access
planning,  market assessment,  business strategies,  public policy analysis, and
environmental impact feasibility studies. The Company has been accredited by the
National Association of Energy Service Companies ("NAESCO"). It is the Company's
mission to save its customers  money and improve the quality of the  environment
through independent energy solutions.

As of June 30, 1999, the Company's  auditors issued a qualified  opinion subject
to the  Company's  ability to continue  as a going  concern.  The going  concern
issues are the result of continued  operating  losses,  negative working capital
and a negative  shareholders'  equity. See the "Liquidity and Capital Resources"
discussion  below for  details  of the  Company's  plan for  dealing  with these
issues.


The SEC took  exception to certain  applications  of  accounting  principles  as
applied by ONSITE SYCOM in the areas of the timing of revenue  recognition where
utility  incentive  payments are a part of ONSITE SYCOM's  revenue  stream,  the
timing of revenue recognition with respect to the sale of future utility revenue
payments and the timing of revenue and expense recognition relative to contracts
containing  future  commitments  of services  following  the  implementation  of
certain projects.  The Company,  along with its independent  auditors,  believed
that it was adhering to Generally Accepted  Accounting  Principles  ("GAAP") and
had provided  the SEC with  arguments in support of its position in these areas.
Rather  than  continue  to  utilize  resources  in an  appeal  to the SEC  Chief
Accountant,  the Company decided to amend previously filed financial  statements
and  reports to reflect  the SEC's  position on the timing of income and expense
recognition  in these areas.  As a result,  ONSITE SYCOM restated its previously
filed  financial  statements  for each of the fiscal years ending June 30, 1997,
1998 and 1999, as well as the first fiscal quarter ended September 30, 1999.


<PAGE>7


The Company  implemented  several projects in fiscal 1998 where the price to the
customer  was less than the cost to implement  the project,  creating a loss for
accounting purposes. This "loss" was recovered and profits were achieved through
the Company's retaining a share of utility incentive payments that resulted from
energy savings from the implemented  project.  In these  instances,  the Company
estimated its revenue from these utility  incentive  payments and recognized the
revenue as the project was being  implemented using the percentage of completion
methodology.  The SEC has  required  the  Company  to defer  recognition  of the
utility  incentive payment component of revenue until the point in time that the
utility is billed for the incentive payments. Generally, these billings occur on
a quarterly basis for a three year period.


Further,  the Company sold other future utility  incentive  payment streams to a
third party on a non-recourse basis. At the time of the sale, in fiscal 1997 and
1998, the Company recognized revenue to the extent it received cash. The SEC has
required the Company to record these payments as a financing  transaction (debt)
and to  recognize  revenue  related to the utility  incentive  payments on an as
billed basis, again quarterly over a three year period.


In  addition,  the Company has a small  number of  contracts  for which it has a
commitment  to  provide  relamping  services  several  years  after the  initial
implementation of the project. The Company originally recognized all the revenue
and an estimate of the future cost as the project was being implemented. The SEC
has  required  the Company to defer a portion of the revenue and  eliminate  the
reserve for future cost until the relampings actually occur.

Lastly,  the  Company  has  approximately  15  contracts  that call for  ongoing
services generally over a ten year period.  The Company originally  recorded the
estimated future costs associated with these  commitments on a net present value
basis.  The SEC has  required  the  Company to record  these  commitments  on an
undiscounted basis.

The original and first amended  filings of Form 10-KSB for the fiscal year ended
June  30,   1999  were   audited   by  the   Company's   independent   auditors,
Hein+Associates.  The  opinion  issued was  qualified  subject to the  Company's
ability  to  continue  as a going  concern.  As of the time of filing  amendment
number  2,  our  auditors  have  not  reviewed  revisions   resulting  from  the
restatements  due to  non-payment  of fees,  and therefore  their opinion is not
included with this filing.

In October 1997, the Company acquired Westar Business Services,  Inc., which was
renamed  Onsite  Business  Services,  Inc.,  and recently  renamed Onsite Energy
Services,  Inc.  ("OES").  OES provides  utility  services and industrial  water
services primarily in the states of Kansas, Missouri and Oklahoma.

In February  1998,  OES acquired the  operating  assets of  Mid-States  Armature
Works, Inc. through a newly-formed subsidiary,  Onsite/Mid-States, Inc. ("OMS").
OMS  provides  specialized  medium  and  high  voltage  electrical  fabrication,
installation, maintenance and repair services to municipal utility customers and
others,  primarily  in the  states of  Kansas,  Nebraska,  Missouri,  Iowa,  and
Oklahoma.

In April 1998,  the Company  formed Onsite Energy de Panama,  S.A., a Panamanian
corporation, to facilitate the development and acquisition of potential projects
in Panama and Latin America.

In June 1998, the Company acquired Lighting Technology  Services,  Inc. ("LTS").
LTS  provides  energy  efficiency  projects  through  retrofits  of lighting and
controls either  independently  or as a  subcontractor  to other energy services
companies  primarily in Southern  California.  Effective September 30, 1999, the
Company sold 95% of its interest in LTS.

<PAGE>8


On June 30, 1998,  the Company  acquired the assets and certain  liabilities  of
SYCOM  Enterprises,   LLC,  through  a  newly-formed  subsidiary,  SYCOM  ONSITE
Corporation  ("SO  Corporation").  SO Corporation is also an ESCO with customers
primarily on the East Coast of the United States.

Effective April 1, 1999, the Company formed REEP Onsite,  Inc. ("REEP") and ERSI
Onsite,  Inc.  ("ERSI")  for the purpose of acquiring  substantially  all of the
assets of REEP,  Inc.  for  assumption  of certain  liabilities.  REEP  provides
residential energy services while ERSI is a commercial lighting  contractor.  In
the fiscal  first  quarter,  the Company  made a decision to explore the sale or
disposition of its lighting subsidiaries.

Unless the context indicates  otherwise,  reference to the Company shall include
all of its wholly-owned subsidiaries.

Results of Operations.

Revenues for the  three-month  period ended  September 30, 1999 were  $9,617,225
compared to $9,454,215 for the same period in 1998, an increase of $163,040,  or
1.72  percent.  The increase in revenue was due  primarily  to the  existence of
several major contracts (in excess of $1,000,000) in the current fiscal quarter,
whereas the prior year only benefited from one major contract.

Cost of sales for the quarter ended  September 30, 1999 was $7,339,742  compared
to $7,899,511  for the quarter ended  September 30, 1998, a decrease of $559,769
or 7.09 percent.

Gross margin for the three month period ended  September 30, 1999 was $2,277,513
(23.7 percent of revenues),  compared to $1,554,704  (16.4 percent of revenues).
The increase in gross margin as a percentage  of sales was the result of several
contracts in the quarter  ended  September  30, 1998 with lower than  historical
margins as well as lower than typical margins at LTS.

Selling,  general and  administrative  ("SG&A")  expense  for the quarter  ended
September 30, 1999 was  $2,979,350  compared to $2,691,458 for the quarter ended
September 30, 1998, an increase of $287,645,  or 10.69 percent. The increase was
substantially  due to an overall  increase in salaries  and  benefits due to the
addition  of two  lighting  subsidiaries  and  expansion  at LTS, an increase in
general liability  insurance resulting from expansion and increased revenues and
an  increase  of overall  facilities  expenses  for the  Company due also to the
addition and expansion of the lighting subsidiaries.

Goodwill  amortization and depreciation  expense for the quarter ended September
30, 1999 was $143,625,  compared to $290,622 for the  comparable  quarter in the
previous year, a decrease of $146,997,  or 50.58 percent. The primary reason for
the  decrease  was due to the  elimination  of  amortization  of goodwill for SO
Corporation resulting from the reduction of the remaining goodwill at the fiscal
year ended June 30, 1999.

Recovery of reserve  provided for sale or disposal of subsidiary was a reduction
in operating loss (income) of $358,670 for the three months ended  September 30,
1999 and is a non recurring item relating specifically to the sale of 95% of the
Company's  interest in LTS. The Company had decided on exploring options for the
sale of LTS,  and at that  time  established  a  reserve  for  possible  loss of
$1,010,000  based upon estimates  derived from the facts that existed prior to a
definitive  agreement  for  sale.  The  ultimate  sale  resulted  in a  loss  of
approximately $651,000.

<PAGE>9


Net other  expense  for the  quarter  ended  September  30,  1999 was  $112,530,
compared to $72,404 for the three month period  ended  September  30,  1998,  an
increase of $40,126.  The primary reason for the change is the $32,301  decrease
in interest income.

Net loss for the three months ended  September 30, 1999 was  $602,992,  or $0.07
loss per share, compared to net loss of $1,499,780,  or $0.08 loss per share for
the same period in 1998.

Liquidity and Capital Resources

The Company's cash and cash  equivalents were $585,325 as of September 30, 1999,
compared to  $900,408  as of June 30,  1999,  a decrease  of  $315,083.  Working
capital was a negative  $6,0701,932  as of  September  30,  1999,  compared to a
negative $6,357,699 as of June 30, 1999.

Cash flows  provided by  operating  activities  were $79,046 for the three month
period  ended  September  30,  1999  compared  to cash flows  used in  operating
activities of $1,216,225 for the same three month period in 1998. The change was
primarily  due to the decline in net loss from  $1,499,780  for the three months
ended  September  30, 1998 to $602,922 for the three months ended  September 30,
1999.

Cash flows used in investing  activities  in the first three months of 1999 were
$263,610,  compared to $845,279 in the first  fiscal  quarter in the prior year.
The decrease was attributable to a reduction in loans and advances to affiliates
of the Company.

Cash flows used in financing activities were $130,519 for the three months ended
September 30, 1999,  compared to cash flows provided by financing  activities of
$1,116,480 for the three month period ended  September 30, 1998.  Although there
were  proceeds  from the issuance of stock in the amount of  $1,000,000  in both
fiscal  quarters,  the  principal  reason for the decrease in the quarter  ended
September 30, 1999 was the repayment of notes payable for $1,145,961.

The Company has shown significant net losses for the year ended June 30, 1999 as
well as the three months ended September 30, 1999.  Management believes that the
Company will be able to generate additional revenues and operating  efficiencies
through  its  acquisitions  as well as by  other  means  to  achieve  profitable
operations.  During the quarter ended September 30, 1999, the Company took steps
to mitigate the losses and enhance its future viability.  Subsequent to its most
recent  fiscal year end, the Company  privately  placed  shares of newly created
Series E Convertible Preferred Stock ("Series E Stock") to existing shareholders
for  $1,000,000.  Concurrent  with this  private  placement,  members  of senior
management  of the Company  agreed to receive  shares of the  Company's  Class A
Common  Stock in lieu of a portion of their  salary in an effort to reduce  cash
outflows related to compensation.  During the first quarter, a decision was made
to explore the sale or disposition of the Company's lighting subsidiaries, which
could provide  capital,  reduce  operating  losses and will allow  management to
better focus on its core ESCO business  activities.  Subsequent to September 30,
1999,  the Company sold 95% of its interest in LTS. In addition,  the Company is
exploring   strategic   relationships  with  companies  that  could  involve  an
investment  in the Company.  The Company may also raise cash through the sale of
long term future  revenue  streams that it currently  owns or has rights to. The
Company is also  examining ways to further reduce  overhead  including,  but not
limited to, the possibility of targeted staff reductions.  Further, the Company,
through the acquisition of other energy service  companies,  expects to continue
to gain economies of scale through the use of a consolidated management team and
the  synergies  of  marketing  efforts  of the  different  entities.  Management
believes  that all of the above  actions will allow the Company to continue as a
going concern.  Future cash requirements depend on the Company's  profitability,

<PAGE>10

its  ability  to manage  working  capital  requirements  and its rate of growth.
Additional  financing  through  the sale of  securities  may  have an  ownership
dilution effect on existing shareholders.

Year 2000. The Year 2000 issue is the result of computer  programs being written
using two digits  rather  than four to define the  applicable  year.  Any of the
Company's or its  suppliers'  and  customers'  computer  programs that have date
sensitive  software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in system failures or  miscalculations  causing
disruptions of operations  including,  among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.  The Company believes that  substantially all software  applications
currently being used for the financial and  operational  systems have adequately
addressed  any year 2000  issues.  All hardware  systems have been  assessed and
plans have been  developed to address  systems  modification  requirements.  The
costs  incurred  to date  related  to its  Year  2000  activities  have not been
material to the Company, and based upon current estimates,  the Company does not
believe  that the total  cost of its Year 2000  readiness  programs  will have a
material  adverse  impact on the  Company's  results of  operations or financial
position.  Any risks the  Company  faces are  expected to be external to ongoing
operations.  The Company has numerous alternative vendors for critical supplies,
materials  and  components.  Current  vendors  and  subcontractors  who have not
adequately  prepared for the year 2000 can be substituted in favor of those that
have prepared.

Part II - Other Information

Item 1. Legal  Proceedings.  In October 1998, Energy  Conservation  Consultants,
Inc. ("ECCI"), a Louisiana-based  company,  filed a suit (United States District
Court,  Eastern  District of Louisiana,  Case No. 98-2914)  against OES alleging
breach of contract in connection  with one of the Company's  projects.  The suit
seeks  reimbursement for expenses  allegedly incurred by ECCI in the preparation
of an audit and lost profits.  Discovery is ongoing and management is continuing
its attempts to settle the matter,  including  through  mediation;  however,  no
agreement has been reached.  A continuance has been granted and trial now is set
for February 2000.

Additionally,  in June 1999, a former  officer of the Company (July 1998 through
October 1998) filed a suit (Superior Court of the State of California, County of
San Diego, North County Branch, Case No. N081711) alleging fraud, negligence and
wrongful  discharge in connection  with his  employment  termination  in October
1998. The action seeks  compensatory  damages and punitive  damages in excess of
$25,000.  Mediation engaged in by the parties in an effort to settle this matter
was  unsuccessful.  Hence,  discovery  is ongoing,  and the  Company  intends to
vigorously defend itself in this matter.

In November 1999,  Independent  Energy  Services,  Inc., a subcontractor  to the
Company,  filed a suit (United States  District  Court,  District of New Jersey,
Case No.  99-5159  (AET))  against the Company  and three of its  directors  and
officers  alleging breach of contract and related causes of action in connection
with one of the Company's projects.  The suit seeks payment of monies ($434,234)
allegedly due under a subcontract,  as well as consequential  damages,  interest
and costs of suit. The Company is attempting to settle the matter;  however,  no
settlement agreement has been reached.

Item 2.    Changes in Securities - Not Applicable

Item 3.    Defaults upon Senior Securities - Not Applicable

<PAGE>11


Item 4.    Submission of Matters to a Vote of Security Holders - Not Applicable

Item 5.    Other - Not Applicable

Item 6.    Exhibits and Reports on Form 8-K

a)      Reports on Form 8-K

           Form 8-K filed  November  16, 1999,  regarding  the  Acquisition  and
           Release  Agreement  to sell  ninety-five  percent  of the  issued and
           outstanding stock of Lighting Technology Services, Inc.


           Exhibit 27        Financial Data Schedules



<PAGE>12


                                   SIGNATURES


In  accordance  with  the  requirements  of the  Securities  Exchange  Act,  the
registrant  caused  this  amendment  no. 1 to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized.


                                      ONSITE ENERGY CORPORATION



Date:  March 2, 2000                  By:      \s\ RICHARD T. SPERBERG
                                      -----------------------------------
                                      Richard T. Sperberg
                                      Chief Executive Officer


                                      By:    \s\ J. BRADFORD HANSON
                                      -----------------------------------
                                      J. Bradford Hanson
                                      Chief Financial Officer and
                                      Principal Accounting Officer