Washington, D.C. 20549


                                    FORM 8-KA

                                 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 15, 2002

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

         Delaware                        1-15831                 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
(Ratexchange 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 on April 2, 2002. The Board of Directors engaged
Ernst & Young LLP to serve as the Company's  independent  public  accountants on
April 2, 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,

     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-KA,  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 16.2 is a copy of Andersen's  letter,  dated April 15, 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-KA,  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
--------------    -----------

16.2              Letter from Arthur Andersen LLP to the Securities and Exchange
                  Commission Dated April 15, 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 15, 2002                         By: /s/ D. Jonathan Merriman
                                             D. Jonathan Merriman
                                             Chairman of the Board and
                                             Chief Executive Officer