8-K

                                  UNITED STATES
                       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

       Date of Report (Date of Earliest Event Reported): October 12, 2004

                                Ramp Corporation
                                ----------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
                                    --------
                 (State or Other Jurisdiction of Incorporation)

       0-24768                                                 84-1123311
       -------                                                 ----------
(Commission File Number)                                    (I.R.S. Employer
                                                          Identification Number)


                                 (212) 440-1500
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

     33 Maiden Lane, New York, NY                                       10038
     ----------------------------                                       -----
(Address of Principal Executive Offices)                             (Zip Code)


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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|      Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

|_|      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

|_|      Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

|_|      Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))





Item 5.02     Departure of Directors or Principal Officers; Election of
              Directors; Appointment of Principal Officers

         Ronald C. Munkittrick was appointed Chief Financial Officer of Ramp
Corporation (the "Company") by the Company's Board of Directors, effective
October 12, 2004.

         Mr. Munkittrick, 45, has been a consultant of the Company since early
June 2004 and was a consultant to other entities from December 2003 through June
2004. Previously, Mr. Munkittrick served as Chief Financial Officer of Cape
Success LLC, a staffing and information technology consulting company, from
September 2001 through November 2003, Chief Financial Officer of Decima
Ventures, a venture capital company, from April 2001 through September 2001,
Chief Financial Officer of Site59.com, an online travel company, from April 2000
to April 2001, and Vice President of Finance of Genesis Direct, a direct
marketing company, from November 1995 to April 2000.

         The Company has agreed to pay Mr. Munkittrick an annual base salary of
$195,000 provided, however, that Mr. Munkittrick has agreed to a salary
reduction to $120,000 per annum through December 31, 2004 and a salary reduction
to $150,000 per annum from January 1, 2005 through March 31, 2005. The Company
and Mr. Munkittrick are in the process of negotiating and formalizing an
employment agreement on terms and conditions satisfactory to both parties.

         A copy of the Company's press release issued to announce the
appointment of Mr. Munkittrick as the Company's Chief Financial Officer is
furnished as Exhibit 99.1 hereto.

Item 9.01      Financial Statements and Exhibits

(c) Exhibits

    99.1  Press Release of the Company, dated October 13, 2004.




                                   SIGNATURES

According 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, thereunto duly authorized on October 18, 2004.

                                               RAMP CORPORATION

                                               /s/ Andrew Brown
                                               ---------------------------------
                                               By:  Andrew Brown
                                               Its: Chief Executive Officer
Date: October 18, 2004

EX-99

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE                                     Contact:  Andrew Brown
October 13, 2004                                                    212-440-1548

                     Ramp Announces Chief Financial Officer

Senior Executive with Broad Financial and Operational Experience Bolsters
Management Team

New York, NY - Ramp Corporation [AMEX: RCO] today announced that Ron Munkittrick
was appointed Chief Financial Officer by its Board of Directors, effective
October 12, 2004. Mr. Munkittrick has been working as a consultant with Ramp,
since early June of this year, on various operational and financial initiatives.
Ramp Corporation, through its wholly owned HealthRamp subsidiary, markets the
CarePoint technology suite.

"Ron is a strong addition to our senior management team due to the combination
of his operational and financial skills. Now is an exciting time at Ramp as we
complete our financial restructuring and emerge from the developmental stages of
our company. At this stage we are naturally presented with a number of
challenges relating to financial management, controls and operational planning.
Ron's experience in helping companies manage growth, acquire capital, control
costs, and efficiently structure operations will be a tremendous value to Ramp.
Even in Ron's brief time as a consultant, he has already contributed
substantially to our daily efforts," stated Andrew Brown, Ramp CEO and
President.

Ron Munkittrick has 20 years of experience in corporate financial management
with companies such as Fingerhut Corporation, Hanover Direct, Genesis Direct,
Site59.com and Decima Ventures. Most recently he was Chief Financial Officer of
CapeSuccess LLC, a staffing and information technology consulting company. Ron
Munkittrick has a B.A from Augsburg College in Minneapolis and a M.B.A. from the
University of St. Thomas in St. Paul.

Ramp Corporation, through its wholly owned HealthRamp subsidiary, markets the
CarePoint and CareGiver technology suites. CarePoint enables electronic
prescribing, lab orders and results, Internet-based communication, data
integration, and transaction processing over a handheld device or browser, at
the point-of-care. CareGiver allows long term care facility staff to easily
place orders for drugs, treatments and supplies from a wireless handheld PDA or
desktop Internet web browser. HealthRamp's products enable communication of high
value-added healthcare information among physician offices, pharmacies,
hospitals, pharmacy benefit managers, health management organizations,
pharmaceutical companies and health insurance companies. Additional information
about Ramp, and its products and services, can be found at www.Ramp.com.

                                      # # #

         Safe Harbor Statement: To the extent that any statements made in this
press release contain information that is not historical, these statements are
essentially forward-looking. Forward-looking statements can be identified by the
use of words such as "expects," "plans," "will," "may," "anticipates,"
"believes," "should," "intends," "estimates," and other words of similar
meaning. These statements are subject to risks and uncertainties that cannot be
predicted or quantified and, consequently, actual results may differ materially
from those expressed or implied by such forward-looking statements. Such risks
and uncertainties include, without limitation, the ability of the Company to
raise capital to finance the development of its Internet services and related
software, the effectiveness, profitability and the marketability of those
services, the ability of the Company to protect its proprietary information and
to retain and expand its user base, the establishment of an efficient corporate
operating structure as the Company grows and, other risks detailed from
time-to-time in our filings with the Securities and Exchange Commission. The
Company undertakes no obligation to publicly update any forward-looking
statements.