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


                             September 20, 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 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

           On September 20, 1999, the registrant dismissed
 PricewaterhouseCoopers LLP ("PwC"), the independent accounting firm which
 the registrant previously engaged as the principal accounting firm to audit
 the registrant's financial statements.  PwC's report on the registrant's
 consolidated financial statements for either of the past two years did not
 contain an adverse opinion or a disclaimer of opinion, and was not
 qualified or modified as to uncertainty, audit scope, or accounting
 principles. On September 16, 1999, the Audit Committee of the registrant's
 Board of Directors approved the decision to dismiss PwC.  During the
 registrant's two most recent fiscal years and the period from the end of
 its most recent fiscal year through the date of dismissal, there were no
 disagreements with PwC on any matter of accounting principles or practices,
 financial statement disclosure, or auditing scope or procedure, which
 disagreements, if not resolved to the satisfaction of PwC, would have
 caused it to make reference to the subject matter of the disagreements in
 connection with its report.

      On September 21, 1999, the registrant engaged Ernst & Young LLP as the
 principal accountant to audit the registrant's consolidated financial
 statements.  The Audit Committee of the registrant's Board of Directors
 approved this engagement on September 16, 1999.  During the registrant's
 two most recent fiscal years and the period from the end of its most recent
 fiscal year to September 20, 1999, the registrant did not consult Ernst &
 Young LLP regarding either (i) the application of accounting principles to
 a specified transaction, either complete or proposed or (ii) the type of
 audit opinion that might be rendered on the registrant's consolidated
 financial statements.

           The registrant has provided PwC with a copy of the above
 disclosures.  PwC has furnished the registrant with a letter addressed to
 the Commission stating that PwC agrees with the above disclosures.  A copy
 of this letter is attached as Exhibit 16.1 to this Current Report on Form
 8-K.


 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS.

      (c)  Exhibits.

           16.1 Letter from PricewaterhouseCoopers LLP



                                 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:  September 24, 1999



                               EXHIBIT INDEX

 Exhibit       Description
 -------       -----------
  16.1         Letter from PricewaterhouseCoopers LLP
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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": "99717233"}, "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

                             September 20, 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 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

           On September 20, 1999, the registrant dismissed
 PricewaterhouseCoopers LLP ("PwC"), the independent accounting firm which
 the registrant previously engaged as the principal accounting firm to audit
 the registrant's financial statements.  PwC's report on the registrant's
 consolidated financial statements for either of the past two years did not
 contain an adverse opinion or a disclaimer of opinion, and was not
 qualified or modified as to uncertainty, audit scope, or accounting
 principles. On September 16, 1999, the Audit Committee of the registrant's
 Board of Directors approved the decision to dismiss PwC.  During the
 registrant's two most recent fiscal years and the period from the end of
 its most recent fiscal year through the date of dismissal, there were no
 disagreements with PwC on any matter of accounting principles or practices,
 financial statement disclosure, or auditing scope or procedure, which
 disagreements, if not resolved to the satisfaction of PwC, would have
 caused it to make reference to the subject matter of the disagreements in
 connection with its report.

      On September 21, 1999, the registrant engaged Ernst & Young LLP as the
 principal accountant to audit the registrant's consolidated financial
 statements.  The Audit Committee of the registrant's Board of Directors
 approved this engagement on September 16, 1999.  During the registrant's
 two most recent fiscal years and the period from the end of its most recent
 fiscal year to September 20, 1999, the registrant did not consult Ernst &
 Young LLP regarding either (i) the application of accounting principles to
 a specified transaction, either complete or proposed or (ii) the type of
 audit opinion that might be rendered on the registrant's consolidated
 financial statements.

           The registrant has provided PwC with a copy of the above
 disclosures.  PwC has furnished the registrant with a letter addressed to
 the Commission stating that PwC agrees with the above disclosures.  A copy
 of this letter is attached as Exhibit 16.1 to this Current Report on Form
 8-K.

 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS.

      (c)  Exhibits.

           16.1 Letter from PricewaterhouseCoopers LLP

                                 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:  September 24, 1999

                               EXHIBIT INDEX

 Exhibit       Description
 -------       -----------
  16.1         Letter from PricewaterhouseCoopers LLP