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

                              August 19, 1999
                     (Date of earliest event reported)

                        PEERLESS SYSTEMS CORPORATION
           (Exact name of Registrant as specified in its charter)


           Delaware                000-21287              95-3732595
           (State of         (Commission File No.)       (IRS Employer
       incorporation or                               Identification No.)
         organization)


                           2381 Rosecrans Avenue
                               El Segundo, CA
                  (Address of principal executive offices)


                                     90245
                                 (zip code)


                                (310) 536-0908
             (Registrant's telephone number, including area code)






ITEM 5.     OTHER EVENTS.

            We are filing this Current Report on Form 8-K ("Current
Report") to make generally available certain information regarding the
Registrant.

            On August 19, 1999, the Registrant reported its financial
results for the second fiscal quarter ended July 31, 1999. A copy of the
press release (the "Press Release") announcing those results is set forth
in Exhibit 99.1 to this Current Report and is hereby incorporated by
reference herein. The Press Release includes historical quarterly financial
results for the Registrant and for Peerless Systems Networking (formerly
Auco, Inc.), which Peerless acquired on June 10, 1999, in a transaction
accounted for as a pooling-of-interests, as well as combined financial
results for the two companies.


ITEM 7.     EXHIBITS.


99.1          Press Release of the Registrant, dated August 19, 1999.




                                 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, thereto duly authorized.


                              PEERLESS SYSTEMS CORPORATION


                              By: /s/ Carolyn Maduza
                                  -----------------------
                                  Name:  Carolyn Maduza
                                  Title: Chief Financial Officer


Date:  August 19, 1999




                               EXHIBIT INDEX


EXHIBIT           DESCRIPTION

99.1              Press Release of the Registrant, dated August 19, 1999.
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{"company-data": {"conformed-name": "PEERLESS SYSTEMS CORP", "cik": "0000897893", "assigned-sic": "5045", "irs-number": "953732595", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21287", "film-number": "99696207"}, "business-address": {"street1": "2381 ROSECRANS AVE", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3105360908"}, "mail-address": {"street1": "2381 ROSECRANS AVE", "city": "EL SEGUNDO", "state": "CA", "zip": "90245"}}
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

                              August 19, 1999
                     (Date of earliest event reported)

                        PEERLESS SYSTEMS CORPORATION
           (Exact name of Registrant as specified in its charter)

           Delaware                000-21287              95-3732595
           (State of         (Commission File No.)       (IRS Employer
       incorporation or                               Identification No.)
         organization)

                           2381 Rosecrans Avenue
                               El Segundo, CA
                  (Address of principal executive offices)

                                     90245
                                 (zip code)

                                (310) 536-0908
             (Registrant's telephone number, including area code)

ITEM 5.     OTHER EVENTS.

            We are filing this Current Report on Form 8-K ("Current
Report") to make generally available certain information regarding the
Registrant.

            On August 19, 1999, the Registrant reported its financial
results for the second fiscal quarter ended July 31, 1999. A copy of the
press release (the "Press Release") announcing those results is set forth
in Exhibit 99.1 to this Current Report and is hereby incorporated by
reference herein. The Press Release includes historical quarterly financial
results for the Registrant and for Peerless Systems Networking (formerly
Auco, Inc.), which Peerless acquired on June 10, 1999, in a transaction
accounted for as a pooling-of-interests, as well as combined financial
results for the two companies.

ITEM 7.     EXHIBITS.

99.1          Press Release of the Registrant, dated August 19, 1999.

                                 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, thereto duly authorized.

                              PEERLESS SYSTEMS CORPORATION

                              By: /s/ Carolyn Maduza
                                  -----------------------
                                  Name:  Carolyn Maduza
                                  Title: Chief Financial Officer

Date:  August 19, 1999

                               EXHIBIT INDEX

EXHIBIT           DESCRIPTION

99.1              Press Release of the Registrant, dated August 19, 1999.