SECURITIES AND EXCHANGE COMMISSION
                             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): March 12, 2001


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


        DELAWARE                     001-15831            11-2936371
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State or Other Jurisdiction        (Commission          (IRS Employer
      of Incorporation)            File Number)       Identification No.)


    185 BERRY STREET, SUITE 3515, SAN FRANCISCO, CALIFORNIA    94107
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        (Address of Principal Executive Offices)            (Zip Code)


   Registrant's telephone number, including area code (415) 371-9800

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






Item 5. Other Events

On March 12, 2001 RateXchange Corporation completed the acquisition of Xpit.com,
Inc., a privately held Idaho corporation. The acquisition enables RateXchange to
offer trading and risk  management  systems to the futures  industry.  Xpit will
operate as a  wholly-owned  subsidiary  of  RateXchange.  Under the terms of the
transaction,  RateXchange  has acquired 100% of Xpit in exchange for $500,000 in
cash; a $500,000  two-year note bearing  interest at 7%;  2,000,000  Convertible
Preferred  Shares  with a  cumulative  dividend  of 6% based on a share price of
$2.75 per share; and $4.9 million in royalty payments tied to the achievement of
Xpit's  projected  revenues from 2001 through 2003.  The  Convertible  Preferred
Shares will convert on a one-for-one  basis into common shares of RateXchange at
the discretion of the holders.

SIGNATURE

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: March 15, 2001       By: /s/ MICHAEL CAIRNS
                               -------------------------------------------
                               Michael Cairns
                               Senior VP of Finance and Chief Accounting Officer