UNITED STATES
                       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): March 23, 1999


                              KENETECH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)


         33-53132                                     94-3009803
       (Commission File Number)                    (I.R.S. Employer
                                                Identification Number)


                          500 Sansome Street, Suite 410
                         San Francisco, California 94111
               (Address of Principal Executive Offices) (Zip Code)


                                 (415) 398-3825
              (Registrant's Telephone Number, Including Area Code)




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Item 5.  Other Events.

On May 14, 1998 (the  "Mandatory  Conversion  Date"),  pursuant to the terms and
conditions of the Restated Certificate of Incorporation, as amended, of KENETECH
Corporation,  a Delaware corporation (the "Registrant"),  each outstanding share
of the Registrant's  Preferred  Redeemable Increased Dividend Equity Securities,
8-1/4%  PRIDES,  Convertible  Preferred  Stock,  par value  $0.01 per share (the
"Preferred Stock") (each depositary share  representing  one-fiftieth of a share
of the Preferred Stock (the  "Depositary  Shares")),  was converted  mandatorily
into (i) 50  shares  of the  Registrant's  authorized  common  stock,  par value
$0.0001 per share  ("Common  Stock"),  and (ii) the right to  receive,  from and
after the Mandatory  Conversion Date, cash in an amount equal to all accrued and
unpaid dividends on such share of Preferred Stock to and including the Mandatory
Conversion Date, whether or not declared, out of funds legally available for the
payment of dividends on the Preferred Stock.

On March 23, 1999, the Board of Directors of the Registrant determined, pursuant
to the terms of the Certificate of  Incorporation  set out above, to pay cash in
an amount  equal to all accrued and unpaid  dividends on each share of Preferred
Stock,  to and  including  the  Mandatory  Conversion  Date,  which results in a
payment of $4.1775 per Depositary  Share.  The payment shall be made on or about
April 14, 1999, to the persons in whose names depositary receipts evidencing the
Depositary  Shares were registered on the books of the  Depositary,  ChaseMellon
Shareholder  Services,  L.L.C.,  on the  Mandatory  Conversion  Date.  The total
payment by the Registrant is $21,408,016.

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.


                                                     KENETECH Corporation
                                                     (Registrant)

Date:   March 25, 1999                By: _______________________________
                                          Mark D. Lerdal
                                          President and Chief Executive Officer
 



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