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):   July 11, 2002

                              CENTRA SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                             000-27861                               04-3268918
(State or other jurisdiction)                     (Commission                           (IRS Employer
         of incorporation)                        File Number)                          Identification No.)

430 Bedford Street, Lexington, MA                                       02420
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code: (781) 861-7000

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

Item 4.  Changes in Registrant's Certifying Accountant.

         Our audit committee has recommended and our board of directors has
unanimously resolved (i) to dismiss Arthur Andersen LLP as our independent
accountants, and (ii) to engage KPMG LLP as our independent accountants, each
effective on July 11, 2002.

         During the period from January 1, 2000 through the date of this current
report, there was no disagreement between Arthur Andersen LLP and us on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of Arthur Andersen LLP, would have caused it to make reference to
the subject matter of the disagreement in connection with its reports on our
financial statements.

         The reports of Arthur Andersen LLP on our financial statements for the
period from January 1, 2000 through December 31, 2001 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles. During the period from
January 1, 2000 through July 11, 2002, there were no "reportable events" within
the meaning of Item 304(a)(1)(v) of Regulation S-K promulgated under the
Securities Act of 1933, as amended.

         Pursuant to Item 304(a)(3) of Regulation S-K, we have requested that
Arthur Andersen LLP furnish us with a letter addressed to the SEC stating
whether or not Arthur Andersen LLP agrees with the above statements, and we will
make reasonable efforts to obtain a response from Arthur Andersen LLP. However,
we have been informed that, due to circumstances unrelated to us, Arthur
Andersen LLP may be unable to provide us with such a letter. A copy of such
letter, if provided, will be filed as an attachment to this current report on
Form 8-K by amendment not later than two business days following its receipt by

         During the period from January 1, 2000 through July 11, 2002, we did
not consult with KPMG LLP regarding either the application of accounting
principles to a specified transaction, the type of audit opinion that might be
rendered on our financial statements, or any matter that was the subject of a
disagreement or reportable event with Arthur Andersen LLP.



        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.

                                                  CENTRA SOFTWARE, INC.

Dated:  July 15, 2002                             By:  /s/ Leon Navickas
                                                      Leon Navickas
                                                      Chief Executive Officer