Washington, D.C. 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): April 8, 2002

                             RATEXCHANGE CORPORATION
               (Exact Name of Registrant as Specified in Charter)

           Delaware                    33-19139-NY              11-2936371
           --------                    -----------              ----------
 (State or Other Jurisdiction          (Commission             (IRS Employer
       of Incorporation)               File Number)          Identification No.)

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

Registrant's telephone number, including area code   (415) 274-5650

                                 Not applicable
          (Former Name or Former Address, if Changed Since Last Report)


     The Audit  Committee of the Board of Directors of  Ratexchange  Corporation
(Ratechange  or the Company)  annually  considers and recommends to the Board of
Directors the  selection of the Company's  independent  public  accountants.  As
recommended by Ratexchange's  Audit Committee,  the Company's Board of Directors
decided to no longer engage  Arthur  Andersen LLP  (Andersen)  as  Ratexchange's
independent  public  accountants  and engaged  Ernst & Young LLP to serve as the
Company's  independent  public  accountants for 2002. The appointment of Ernst &
Young LLP is subject to ratification  by the Company's  stockholders at the 2002
annual meeting scheduled for May 30, 2002.

     Andersen's reports on Ratexchange's  consolidated  financial statements for
the past two years did not contain an adverse  opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.  Andersen  issued an  unqualified  report dated February 26, 2002 on
Ratexchange's 2001 consolidated financial statements.

     During the  Company's  two most recent fiscal years and through the date of
this report on Form 8-K, there were no disagreements with Andersen on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure  which, if not resolved to Andersen's  satisfaction,
would have caused them to make  reference  to the subject  matter in  connection
with their report on Ratexchange's  consolidated  financial  statements for such
years; and there were no reportable  events,  as listed in Item  304(a)(1)(v) of
Regulation S-K.

     Ratexchange  provided  Andersen with a copy of the  foregoing  disclosures.
Attached as Exhibit 16.1 is a copy of  Andersen's  letter,  dated April 8, 2002,
stating its agreement with such statements.

     During  Ratexchange's  two most recent fiscal years and through the date of
this  report on Form 8-K,  Ratexchange  did not  consult  Ernst & Young LLP with
respect to the application of accounting principles to a specified  transaction,
either  completed  or  proposed,  or the type of  audit  opinion  that  might be
rendered  on  Ratexchange's  consolidated  financial  statements,  or any  other
matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation


Exhibit Number    Description
--------------    -----------

16.1              Letter from Arthur Andersen LLP to the Securities and Exchange
                  Commission Dated April 8, 2002



     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.

                                              RATEXCHANGE CORPORATION

Date:  April 8, 2002                          By: /s/ D. Jonathan Merriman
                                              D. Jonathan Merriman
                                              Chairman of the Board and
                                              Chief Executive Officer