Mail Stop 4-6
								February 10, 2005

Via facsimile:  212-704-6157

Andrew Brown
Chairman of the Board
President and Chief Executive Officer
Ramp Corporation
33 Maiden Lane, 5th Floor
New York, NY 10038

	Re:    	Ramp Corporation
		Preliminary Proxy Statement
		Filed on February 1, 2004
		File No. 0-15805

Dear Mr. Brown:

   We have limited review of your above-referenced filing to the
disclosure concerning the equity line transaction, the dilutive
effect of the transaction on shareholders and the 2005 Stock
Incentive Plan and have the following comments.  Where indicated,
we
think you should revise your documents in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

   Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Proposals 1 - 4:  Private Placement Transactions and Equity Line
Financing
1. Please quantify the potential dilutive effect on stockholders
of
each of the private placement transactions and the equity line
transaction individually, as well as in the aggregate.  The
disclosure is overly vague in stating that the transactions had or
will have a "significant" dilutive effect on stockholders, that
their
aggregate percentage ownership "declined significantly," and that
stockholders owned a "smaller percentage interest" in the company
as
a result.
2. Please provide a sensitivity analysis showing the extent of the
potential dilution and the impact of changing market prices on
that
dilution by stating the number of shares you would be required to
issue under the arrangements for which you are seeking shareholder
approval.  The sensitivity table should show the relationship
between
the number of shares issuable based on varying market price
declines
from prices at the time of your next amendment (e.g., 25%, 50%,
and
75%).

Proposal 3:  Convertible Debentures, Common Stock Purchase
Warrants
and Additional Investment Rights
3. Tell us whether there are any restrictions on short sales by
persons receiving shares under these arrangements.  If not,
disclose
and discuss the potential adverse effects of short selling by the
shareholders and how holders of those market-sensitive securities
could potentially benefit from short sales and declines in market
prices.  To the extent that you describe any other convertible
securities based on fluctuating market prices, similar disclosure
should be provided.

Proposal 4:  Sale and Issuance of Common Stock in Connection with
the
January 2005 Equity Line Financing of up to $25,000,000
4. We note that you concurrently entered into an equity line
agreement and a securities purchase agreement for 8% convertible
debentures that has a conversion rate based in part on fluctuating
market prices and those arrangements are both with Harborview
Master
Fund.  It is the staff`s position that such a financing
transaction
would not constitute a completed private placement with respect to
the shares being offered as an indirect primary under the equity
line
through Harborview Master Fund.  An investor must be irrevocably
bound to purchase all shares of common stock underlying an equity
line for the equity line to constitute a viable financing
arrangement.  Because the investor under the equity line also
holds
convertible securities that have a fluctuating conversion price,
the
investor can, through conversion and sales into the market, affect
the terms on which it will purchase the shares underlying the
equity
line.  Please revise throughout to inform stockholders about the
foregoing impediments to your use of the equity line as a means to
obtain capital.  It appears inappropriate to suggest that this
arrangement affords you with a viable means to obtain capital.
Proposal 5:  Replenish Shares under the 2005 Stock Incentive Plan
5. You state that have entered into restricted stock agreements to
issue restricted shares to "certain of our current executive
officers, employees and consultants. . . ."  It appears therefore
that you have current plans, commitments or arrangements to issue
stock awards under the Incentive Plan.  Please provide the
information required under the new plan benefits table and all
other
applicable information required by Item 10 of Schedule 14A.
Please
see SEC Release 34-45189.

	Except for matters identified above, we have not and do not
intend to conduct any review of the proxy statement.  In view of
our
limited review, we urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing reviewed by
the
staff to be certain that they have provided all information
investors
require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
   Please address any questions regarding the comments to Maryse
Mills-Apenteng at (202) 942-1861.  If you require further
assistance
you should contact me at (202) 942-1818 or Barbara C. Jacobs,
Assistant Director, at (202) 942-1800.

							Sincerely,



							Mark P. Shuman
							Branch Chief - Legal

cc:	Martin Eric Weisberg, Esq.
	Jenkens & Gilchrist Parker Chapin LLP
	The Chrysler Building
	405 Lexington Avenue
	New York, New York 10174