U.S. SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                   FORM 12b-25

                        Commission File Number 33-53132

                           NOTIFICATION OF LATE FILING

                                  (Check One):

[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR

                        For Period Ended: March 31, 1998


Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.


PART I -  REGISTRANT INFORMATION


                              KENETECH CORPORATION
                            (Full Name of Registrant)

                          500 Sansome Street, Suite 300
                         San Francisco, California 94111
                   (Address of Principal Executive Offices)


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)

[x]   The reasons  described in reasonable detail in Part III of this form could
      not be eliminated without unreasonable effort or expense;

[x]   The subject annual report,  semi-annual report,  transition report on Form
      10-K,  Form 20-F,  11-K or Form N-SAR, or 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

[ ]   The accountant's  statement or other exhibit required by Rule 12b-25 (c)
      has been attached if applicable.



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Part III - Narrative

On May 6, 1998,  Quadrangle  Offshore (Cayman) LLC, and Cerberus Partners,  L.P.
("Plaintiffs"),  filed a Motion for a Temporary Restraining Order (the "Motion")
and Verified  Complaint  for  Declaratory  Judgment and  Injunctive  Relief (the
"Complaint"),  in the Court of  Chancery of the State of Delaware In and For New
Castle County (Civil Action No.  16362-NC).  Plaintiffs allege in the Motion and
the Complaint that they are beneficial owners of Preferred  Redeemable Increased
Dividend Equity  Securities,  8-1/4% PRIDES,  Convertible  Preferred  Stock, par
value $0.01 per share (the "Preferred Stock") of the Registrant.

Pursuant  to  the  terms  and   conditions  of  the  Restated   Certificate   of
Incorporation,  as amended (the "Restated  Certificate"),  of the Registrant and
the Deposit Agreement, dated as of May 5, 1994 (the "Deposit Agreement"),  among
the Registrant, Chemical Trust Company of California, a California trust company
(predecessor of ChaseMellon Shareholder Services,  L.L.C.), and the holders from
time to time of the depositary  receipts  described in the Deposit  Agreement in
respect of the Preferred Stock,  each outstanding  share of the Preferred Stock,
on May 14, 1998 (the "Mandatory  Conversion Date"),  mandatorily  converted into
(i) 50 shares of the Registrant's authorized common stock, par value $0.0001 per
share,  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.

For the reasons set forth in the Motion and the  Compliant,  Plaintiffs  allege,
among other  things,  that the  Registrant  is  currently in  liquidation,  that
Plaintiffs'  rights to the  liquidation  preference on the  Preferred  Stock set
forth in the Restated  Certificate  are now fixed and  attached,  and may not be
eliminated,  altered or otherwise  adversely affected and that if the conversion
occurred,  the  Plaintiffs  would be  deprived  of  their  fixed  rights  to the
liquidation  preference  because any available  funds that would  otherwise have
been  distributed to the holders of the Preferred  Stock would be distributed to
the  owners of Common  Stock  instead.  On May 11,  1998,  the court  denied the
Plaintiffs' Motion for a Temporary Restraining Order.

In  addition,  the  Registrant  expects to receive  preliminary  indications  of
interest  on May  15,  1998  from  prospective  purchasers  of the  Registrant's
wholly-owned subsidiary's fifty percent interest in the 507 MW (net) natural gas
cogeneration  facility and associated  liquified natural gas facility  currently
being constructed in Puerto Rico (the "Puerto Rico Project").

Since Management of the Registrant is evaluating the disclosure in and impact on
the financial  statements of the  Registrant  and the rest of the Report on Form
10-Q of (i) the filing of the  above-described  litigation,  (ii) the  mandatory
conversion  of the  Preferred  Stock,  and  (iii)  the sale of the  Registrant's
wholly-owned subsidiary's fifty percent interest in the Puerto Rico Project, the
subject  report could not be competed  and filed by May 15, 1998  without  undue
effort or expense.


     

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PART IV - OTHER INFORMATION

(1)   Name and  telephone  number  of  person  to  contact  in  regard to this
      notification

           Mervin E. Werth                           (415) 984-8515
               (Name)                              (Telephone Number)

(2)   Have  all  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).

                        [x] Yes                             [ ] 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?

                        [x] Yes                             [ ] No

     For the quarter  ended March 29, 1998,  the Company  reported a net loss of
     $9,906,000 and net loss of $0.33 per common share.  By contrast the Company
     anticipates reporting a smaller loss for the quarter ending March 31, 1998.


                              KENETECH 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:  May 15, 1998                             By:  /s/Mark D. Lerdal
                                                        Mark D. Lerdal
                                                        President and 
                                                    Chief Executive Officer
                                                     
                                                By:  /s/Mervin E. Werth
                                                        Mervin E. Werth        
                                                      Corporate Controller


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