SecProbe.io

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Mail Stop 4-6

							September 15, 2004

Mr. Mitchell Cohen
Ramp Corporation
33 Maiden Lane
New York, New York 10038

RE:	Ramp Corporation
Form S-3
File No. 333-118457
Filed August 20, 2004

Dear Mr. Cohen:

We have limited our review of your filing to matters with respect to
the following comments.  Where indicated, we think you should revise
your document 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.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings 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 the Company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

	Notwithstanding our comments, in the event the Company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Company may not assert this action 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 connection with our review of your filing or
in response to our comments on your filing.

	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 any other aspect of our
review.   Feel free to call us at the telephone numbers listed at the
end of this letter.

Form S-3
1. We note that on April 22, 2004, the company entered into a letter
of intent to acquire substantially all of the electronic medical
record software business operated by Berdy Medical Systems, Inc.
Supplementally, please provide your analysis of whether the
acquisition is significant under Rule 3-05 of Regulation S-X such that
financial statements and pro forma financial information will be
required to be filed.  In this regard, please note that if the
acquisition is sufficiently significant, this information will be
required to be filed prior to effectiveness of this registration
statement.

Legal Matters, page 27
2. We note that Martin Eric Weisberg, a partner of the law firm of
Jenkens & Gilchrist, was issued 4,000,000 million shares of your
common stock as payment for legal services.  Please revise to include,
under an appropriate heading, the disclosure required by Item 509 of
Regulation S-K.

*************************************

As appropriate, please amend your filing in response to these
comments.  You must submit a copy of the filing with the amendment
that is marked in accordance with Item 310 of Regulation S-T.  You may
wish to provide us with marked copies of the amendment to expedite our
review.   Please furnish a cover letter with your amendment that keys
your responses to our comments.  Detailed cover letters greatly
facilitate our review.  Please understand that we may have additional
comments after reviewing your amendment and responses to our comments.

	We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before submitting
a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.  We will
consider a written request for acceleration of the effective date of
the registration statement as a confirmation of the fact that those
requesting acceleration are aware of their respective responsibilities
under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offering of the securities
specified in the above registration statement.

	You may contact Tangela Richter at (202) 942-1837, Mark Shuman,
Special Counsel, at (202) 942-1818 or me at (202) 942-1800 with any
questions.

Sincerely,

Barbara Jacobs
							Assistant Director

CC:

Martin Eric Weisberg, Esq.
Jenkens & Gilchrist Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Phone (212) 704-6000
Fax     (212) 704-6288

Ramp Corporation
Form S-3
Page 1

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