Jenkens & Gilchrist Parker Chapin LLP


                              THE CHRYSLER BUILDING
                               405 LEXINGTON AVENUE           AUSTIN, TEXAS
                             NEW YORK, NEW YORK 10174        (512) 499-3800
                                                            CHICAGO, ILLINOIS
                                  (212) 704-6000             (312) 425-3900
                             FACSIMILE (212) 704-6288         DALLAS, TEXAS
                                                             (214) 855-4500
                                  www.jenkens.com            HOUSTON, TEXAS
                                                             (713) 951-3300
 Martin Eric Weisberg                                    LOS ANGELES, CALIFORNIA
    (212) 704-6050                                           (310) 820-8800
mweisberg@jenkens.com                                       SAN ANTONIO, TEXAS
                                                             (210) 246-5000
                                                             WASHINGTON, D.C.
                                                             (202) 326-1500
                                October 15, 2004



VIA EDGAR AND FACSIMILE
- -----------------------

Ms. Barbara C. Jacobs
Assistant Director
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 4-6
450 Fifth Street, N.W.
Washington, D.C. 20549


     Re:  Ramp Corporation
          Preliminary Proxy Statement filed on October 1, 2004, File No. 1-15805
          ----------------------------------------------------------------------

Dear Ms. Jacobs:

         We have  reviewed  your  comment  letter  dated  October 8, 2004 to the
Preliminary  Proxy Statement (the "Proxy  Statement") of Ramp  Corporation  (the
"Company").   On  behalf  of  the   Company   and  based   upon  the   Company's
representations  to us,  we hereby  respond  to each  comment  set forth in your
comment  letter.  The  numbered  paragraphs  in this  letter  correspond  to the
consecutively numbered paragraphs in the comment letter.

PROPOSAL 2:  REVERSE STOCK SPLIT
- --------------------------------

1. For the  Staff's  information,  as of the Record  Date set forth in the Proxy
Statement,  the  Company had 559  holders of record of common  stock,  par value
$.001 per share  ("Common  Stock").  As a result of the proposed  reverse  stock
split,  34  holders of record of Common  Stock  held less than  sixty  shares of
Common Stock and could be  eliminated as a result of the reverse  split,  with a
minimum number of record holders of 525.

2. For the Staff's information, the Company and its outside counsel are aware of
Rule 10b-17  promulgated  under the  Securities  Act of 1933, as amended and the
Company  undertakes to




                      Jenkens & Gilchrist Parker Chapin LLP

Ms. Barbara C. Jacobs
Assistant Director
Securities and Exchange Commission
October 15, 2004
Page 2



comply with such rule in connection with the process of implementing the reverse
stock  split,  if  approved  by  stockholders  and  implemented  by the board of
directors.

PROPOSAL 3: 2005 STOCK INCENTIVE PLAN
- -------------------------------------

3. As requested by the Staff,  the Company has revised the third paragraph under
Proposal 3 to state that the Company is providing a materially  complete summary
of the 2005 Stock  Incentive  Plan in accordance  with Item 10(a)(1) of Schedule
14A and has eliminated  statements that the  description  does not purport to be
complete  and is  qualified in its entirety by reference to the full text of the
plan.

4. As requested by the Staff,  the Company has revised the disclosure  regarding
the 2005 Stock  Incentive Plan in accordance with Item 10 of Schedule 14A to add
the following under the heading "Equity Compensation Plan Information":

         "In  addition to the  issuance of Common  Stock under our stock  option
plans set forth in the above table, we have prior obligations to pay a retention
bonus to certain of our  current and former  employees  and  consultants  in the
aggregate  principal amount of $1,869,510.  We anticipate that these obligations
shall be paid  through the issuance of  restricted  shares of Common Stock to be
issued under the 2005 Plan,  if such plan is approved by  stockholders.  We will
enter  restricted  stock agreements with such persons on terms and conditions to
be agreed upon. The number of such restricted  shares to be issued will be based
upon the market price of the Common Stock and other factors."

CONCLUSION

         We have  enclosed  marked  pages of the  Proxy  Statement  showing  the
changes set forth above.  If acceptable to the Staff,  we  respectfully  request
that the  Company be  allowed  to file a  definitive  proxy  statement  with the
Commission which shall include the additional disclosures set forth herein.

         Please feel free to call me at (212) 704-6050 or my colleague,  Stephen
G. Cordaro at (212) 704-6073 if you have any questions or if you require further
information.

                                             Very truly yours,

                                             /s/ Martin Eric Weisberg

                                             Martin Eric Weisberg



cc:  Mr. Andrew Brown
     Stephen G. Cordaro, Esq.