SEC FILE NUMBER

                                                           CUSIP NUMBER
                                  UNITED STATES
                             Washington, D.C. 20549

                                  FORM 12b-25

                        NOTIFICATION OF LATE FILING

(Check One): [ ]  Form 10-K   [ ] Form 20-F   [X]  Form 10-Q    [ ]  Form N-SAR

  For Period Ended:  June 30, 2001
  [ ] 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:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

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

If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:



Full Name of Registrant
 RateXchange Corporation
Former Name if Applicable

Address of Principal Executive Office (Street and Number)
 185 Berry Street, Suite 3515
City, State and Zip Code
San Francisco, CA  94107

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)

     (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

[X]  (b)  The subject quarterly report on Form 10-Q will be filed on or before
          the 5th calendar day following the prescribed due date; and

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


State below in  reasonable  detail the reasons why the Forms 10-K,  20-F,  11-K,
10-Q,  N-SAR, or the transition  report or portion  thereof,  could not be filed
within the prescribed time period.

This  filing  required  the  completion  of  documents  and the  compilation  of
financial  information related to our current  subsidiaries,  all of which could
not be  gathered,  examined,  approved  and  assembled  for  filing  within  the
available time.

                                                 (Attach Extra Sheets if Needed)


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

D. Jonathan Merriman                  415                 371-9800
-----------------------           ------------       ------------------
     (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 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? [ ] Yes [X] 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.

                             RateXchange Corporation
                (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date    August 10, 2001                 By  /s/ D. Jonathan Merriman
      -----------------                     ------------------------------------
                                            D. Jonathan Merriman
                                            Chairman and Chief Executive Officer