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<p align="center"><font size="3" color="FF0000"><strong>
As filed with the Securities and Exchange Commission on August 25, 1999

<p align="right">
                                               Registration No. 333-________
</strong></font></p>


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</DIV>
<DIV align=left>
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</DIV>

<p align="center"><font size="3"><strong>UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</strong></font></p>

<p align="center"><font size="3"><strong>
                           ___________________________
</strong></font></p>

<p align="center"><font size="3"><strong>FORM S-8</strong></font></p>

<p align="center"><font size="3"><strong>
                           ___________________________
</strong></font></p>


<p align="center"><font size="3"><strong>
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
</strong></font></p>

<p align="center"><font size="3"><strong>
                           ___________________________
</strong></font></p>

<p align="center"><font size="5" color="#0000FF"><strong>
                           <u>RAMP NETWORKS, INC.</u>
</strong></font></br>
<font size="2">
             (Exact name of Registrant as specified in its charter)
</font></p>

<p align="center"><font size="3"><strong>
                           ___________________________
</strong></font></p>






<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>77-0366874</u></CENTER>
</font></strong>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(IRS Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3"><strong>
                           3100 De La Cruz Boulevard<br>
                           <u>Santa Clara, CA 95054
</strong></font></u><br>

<font size="2">
                   (Address of principal executive offices)
</font></p>

<p align="center"><font size="3"><strong>
                           ___________________________
</strong></font></p>


<p align="center"><font size="3"><strong>
                       1999 Employee Stock Purchase Plan<br>
                            1999 Stock Incentive Plan<br>
                             1995 Stock Option plan<br>
</strong></font>

<font size="2">
                            (Full title of the Plan)
</font></p>

<p align="center"><font size="3"><strong>
                           ___________________________
</strong></font></p>


<p align="center"><font size="3"><strong>
                                 MAHESH VEERINA<br>
                            President and Chief Executive Officer<br>
                              Ramp Networks, Inc.<br>
                           3100 De La Cruz Boulevard<br>
                             Santa Clara, CA 95054<br>
                                  (408) 988-5353
</strong></font>

<p align="center"><font size="2">
(Name, address, and telephone number, including area code, of agent for service)
</font></center></p>

<p align="center"><font size="3"><strong>
                           __________________________________________
</strong></font></p>


<p align="center"><font size="3"><strong>
                                     Copy to:<br>
                                    Sylvia Snouwaert<br>
                                   Venture Law Group<br>
                               A Professional Corporation<br>
                                 2800 Sand Hill Road<br>
                                Menlo Park, California<br>
                                   (650) 854-4488
</strong></font></p>

<br>
<br>
<br>
<br>
<br>

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</DIV>
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</DIV>

<p align="center"><font size="3"><strong>
                         CALCULATION OF REGISTRATION FEE
</strong></font>
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<pre>

                                Maximum      Proposed        Proposed
                                 Amount       Maximum         Maximum
                               of Shares     Offering        Aggregate     Amount of
     Title of Securities         to be       Price Per       Offering     Registration
       to be Registered        Registered (1)  Share           Price          Fee
------------------------------ ----------    ------------ --------------- ------------
<p><strong>1999 Employee Stock Purchase
   Plan Common Stock, $0.001
   par value.................</strong>    600,000       $15.51 (2)  $9,306,000.00    $2,587.07


<p><strong>1999 Stock Incentive Plan
   Common Stock, $0.001
   par value.................</strong>    708,198        $9.48 (3)  $6,713,717.04    $1,866.41

<p><strong>   Common Stock, $0.001
   par value.................</strong>  1,691,802       $18.25 (4) $30,875,386.50    $8,583.36


<p><strong>1995 Stock option Plan
   Common Stock, $0.001
   par value.................</strong>  2,050,662        $2.69 (3)  $5,516,280.78    $1,533.53
                               ----------                 --------------- ------------
          TOTAL .............  5,050,662       $11.48     $52,411,384.32   $14,570.37
                               ==========                 =============== ============

</pre>


<p>_______________________

<OL>

<p>(1)  This Registration Statement shall also cover any additional shares
of Common Stock which become issuable under any of the Plans being
registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's
outstanding shares of Common Stock.

<p>(2)  Estimated in accordance with Rule 457(h) under the Securities Act
of 1933 (the "Securities Act") solely for the purpose of
calculating the registration fee.  The computation is based upon
the average of the high and low sale prices of the Common Stock as
reported on The Nasdaq National Market on August 16, 1999,
multiplied by 85%, which is the percentage of the trading purchase
price applicable to purchases under the referenced Plan.

<p>(3)  Computed in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee.
Computation based on the weighted average per share exercise price
(rounded to nearest cent) of outstanding options under the
referenced plan, the shares issuable under which are registered
hereby.

<p>(4)  Estimated in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee.  The
computation with respect to unissued options is based upon the
average high and low sale prices of the Common Stock as reported on
the Nasdaq National Market on August 16, 1999.

</OL>


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</DIV>
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</DIV>



<p align="center"></font><strong>
                                 PART II
</strong><br>

<p>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

<p><strong><p>Item 3. Incorporation of Documents by Reference.</strong></p>

<p>The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

<BLOCKQUOTE>
<p>(a)     The Registrant's Prospectus filed on June 22, 1999 pursuant
to Rule 424(b) of the Securities Act, which contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.

<p>(b)     The Registrant's Quarterly Report on Form 10-Q filed on
August 16, 1999 pursuant to Rule 15(d) of the Securities Exchange Act of
1934, as Amended (the "Exchange Act").

<p> (c)    The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Exchange Act on April 16, 1999,
including any amendment or report filed for the purpose of updating such
description.
</BLOCKQUOTE>

<p>All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.

<p><strong><p>Item 4. Description of Securities.</strong></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<p><strong><p>Item 5. Interests of Named Experts and Counsel.</strong></p>

<p>Certain legal matters with respect to the legality of the issuance
of the Common Stock registered hereby will be passed upon for the
Registrant by Venture Law Group, Menlo Park, California.  As of the date
of this Registration Statement, certain members of Venture Law Group and
investment partnerships of which members of Venture Law Group are
partners beneficially own 24,692 shares of the Registrants' Common Stock
in the aggregate.

<p><strong><p>Item 6. Indemnification of Directors and Officers.</strong></p>

<p>The Registrant's Certificate of Incorporation limits the liability
of directors to the maximum extent permitted by Delaware law.  Delaware
law provides that a director of a corporation will not be personally
liable for monetary damages for breach of such individual's fiduciary
duties as a director except for liability (i) for any breach of such
director's duty of loyalty to the company or to its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemption's as provided in
Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which a director derives an improper personal benefit.

<p>The Registrant's Bylaws provide the Registrant indemnify its
directors and executive officers and may indemnify its officers,
employees and other agents to the full extent permitted by law.  The
Registrant believes that indemnification under its Bylaws covers at least
negligence on the part of an indemnified party. The Registrant's Bylaws
also permit it to advance expenses incurred by an indemnified party in
connection with the defense of any action or proceeding arising out of
his or her status or service as a director, officer, employee or other
agent of the company upon an undertaking by him or her to repay such
advances if it is ultimately determined that he or she is not entitled to
indemnification.

<p>The Registrant has entered into separate indemnification agreements
with each of its directors and officers.  These agreements require
Registrant to, among other things, indemnify such director or officer
against expenses, including attorney's fees, judgments, fines and
settlements paid by such individual in connection with any action, suit
or proceeding arising out of such individual's status or service as a
director or officer of the company, other than liability arising form
willful misconduct or conduct that is knowingly fraudulent or
deliberately dishonest, and to advance expenses incurred by such
individual in connection with any proceeding against such individual with
respect to which such individual may be entitled to indemnification by
Registrant.  The Registrant believes that its Certificate of
Incorporation and bylaw provisions and indemnification agreements are
necessary to attract and retain qualified persons as directors and
executive officers.  The Registrant also maintains directors' and
officers' liability insurance.

<p><strong><p>Item 7. Exemption from Registration Claimed..</strong></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.



<p><strong><p>Item 8. Exhibits.</strong></p>

<pre>

Exhibit Number


   4.1*             1999 Employee Stock Purchase Plan


   4.2*             1999 Stock Incentive Plan


   4.3*             1995 Stock Option Plan

   5.1              Opinion of Venture Law Group, a Professional Corporation

  23.1              Consent of Venture Law Group, a Professional Corporation
                     (included in Exhibit 5.1).

  23.2              Consent of Independent Public Accountants

  24.1              Powers of Attorney

</pre>
<p>_________________________________________________________________

<p>*Previously filed as an exhibit to Registrant's Registration
Statement on Form S-1 (File No. 333-76463) declared effective
June 21, 1999.

<br>
<br>
<br>

<p><strong><p>Item 9.         Undertakings.</strong></p>

<p>The undersigned Registrant hereby undertakes:

<BLOCKQUOTE>
<p>(1)     to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.

<p>(2)     that, for purposes of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
<p>(3)     to remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
</BLOCKQUOTE>

<p>The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

<p>Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in a successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered
hereunder, the Registrant will, unless in the opinion of its counsel the
question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.






<p>[Signature Pages Follow]


<p align="center"></font><strong>
                                RAMP NETWORKS, INC.
</strong>


<p align="center"><strong>
                                   SIGNATURES
</strong></p>
<p>Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Ramp Networks, Inc., a corporation organized and existing
under the laws of the State of Delaware, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Clara, State of California, on this 25th day of August, 1999.


<P>
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    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
RAMP NETWORKS, INC.
</TD></TR></TABLE>

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  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
<I>(Registrant)</I>
</TD></TR></TABLE>


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  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align=left>
/s/ Mahesh Veerina
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
Mahesh Veerina
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><I>
 President and Chief Executive Officer<br>
  </I></TD></TR></TABLE></P>

<br>
<br>
<br>
<br>
 <br>
<p align="right">
                                                                   Exhibit 24.1

<p align="center"></font><strong>
                                     POWERS OF ATTORNEY
</strong>




<p>KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Mahesh Veerina and Terry
Gibson, jointly and severally, his or her attorneys-in-fact and agents,
each with the power of substitution and resubstitution, for him or her
and in his or her name, place or stead, in any and all capacities, to
sign any amendments to this Registration Statement on Form S-8, and to
file such amendments, together with exhibits and other documents in
connection therewith, with the Securities and Exchange Commission,
granting to each attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully as he or she might or could do
in person, and ratifying and confirming all that the attorney-in-facts
and agents, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.

<p>Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<pre>

             Signature                            Title                        Date
----------------------------------- ---------------------------------- ---------------------
/s/ Mahesh Veerina                  President, Chief Executive         August 25, 1999
----------------------------------    Officer and Director
Mahesh Veerina                        (Principal Executive Officer)



/s/ Terry Gibson                    Chief Financial Officer and        August 25, 1999
----------------------------------    Secretary (Principal Financial
Terry Gibson                          and Accounting Officer)


/s/ Anthony Sun                     Director                           August 25, 1999
----------------------------------
Anthony Sun


/s/ Philip T. Gianos                Director                           August 25, 1999
----------------------------------
Philip T. Gianos


/s/ L. William Krause               Director                           August 25, 1999
----------------------------------
L. William Krause



</pre>


<p align="center"></font><strong>
                                     INDEX TO EXHIBITS

</strong>


<pre>

Exhibit Number


   4.1*             1999 Employee Stock Purchase Plan


   4.2*             1999 Stock Incentive Plan


   4.3*             1995 Stock Option Plan

   5.1              Opinion of Venture Law Group, a Professional Corporation

  23.1              Consent of Venture Law Group, a Professional Corporation
                     (included in Exhibit 5.1).

  23.2              Consent of Independent Public Accountants

  24.1              Powers of Attorney

</pre>

<p>_________________________________________________________________

<p>*Previously filed as an exhibit to Registrant's Registration
Statement on Form S-1 (File No. 333-76463) declared effective
June 21, 1999.


<br>
<br>
<br>

</body>
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S8 doc
As filed with the Securities and Exchange Commission on August 25, 1999
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
___________________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________________
RAMP NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
___________________________
Delaware
77-0366874
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification Number)
3100 De La Cruz Boulevard
Santa Clara, CA 95054
(Address of principal executive offices)
___________________________
1999 Employee Stock Purchase Plan
1999 Stock Incentive Plan
1995 Stock Option plan
(Full title of the Plan)
___________________________
MAHESH VEERINA
President and Chief Executive Officer
Ramp Networks, Inc.
3100 De La Cruz Boulevard
Santa Clara, CA 95054
(408) 988-5353
(Name, address, and telephone number, including area code, of agent for service)
__________________________________________
Copy to:
Sylvia Snouwaert
Venture Law Group
A Professional Corporation
2800 Sand Hill Road
Menlo Park, California
(650) 854-4488
CALCULATION OF REGISTRATION FEE
Maximum      Proposed        Proposed
                                 Amount       Maximum         Maximum
                               of Shares     Offering        Aggregate     Amount of
     Title of Securities         to be       Price Per       Offering     Registration
       to be Registered        Registered (1)  Share           Price          Fee
------------------------------ ----------    ------------ --------------- ------------
1999 Employee Stock Purchase
   Plan Common Stock, $0.001
   par value.................
600,000       $15.51 (2)  $9,306,000.00    $2,587.07
1999 Stock Incentive Plan
   Common Stock, $0.001
   par value.................
708,198        $9.48 (3)  $6,713,717.04    $1,866.41
Common Stock, $0.001
   par value.................
1,691,802       $18.25 (4) $30,875,386.50    $8,583.36
1995 Stock option Plan
   Common Stock, $0.001
   par value.................
2,050,662        $2.69 (3)  $5,516,280.78    $1,533.53
                               ----------                 --------------- ------------
          TOTAL .............  5,050,662       $11.48     $52,411,384.32   $14,570.37
                               ==========                 =============== ============
_______________________
(1)  This Registration Statement shall also cover any additional shares
of Common Stock which become issuable under any of the Plans being
registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
(2)  Estimated in accordance with Rule 457(h) under the Securities Act
of 1933 (the "Securities Act") solely for the purpose of
calculating the registration fee.  The computation is based upon
the average of the high and low sale prices of the Common Stock as
reported on The Nasdaq National Market on August 16, 1999,
multiplied by 85%, which is the percentage of the trading purchase
price applicable to purchases under the referenced Plan.
(3)  Computed in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee.
Computation based on the weighted average per share exercise price
(rounded to nearest cent) of outstanding options under the
referenced plan, the shares issuable under which are registered
hereby.
(4)  Estimated in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the registration fee.  The
computation with respect to unissued options is based upon the
average high and low sale prices of the Common Stock as reported on
the Nasdaq National Market on August 16, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a)     The Registrant's Prospectus filed on June 22, 1999 pursuant
to Rule 424(b) of the Securities Act, which contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(b)     The Registrant's Quarterly Report on Form 10-Q filed on
August 16, 1999 pursuant to Rule 15(d) of the Securities Exchange Act of
1934, as Amended (the "Exchange Act").
(c)    The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Exchange Act on April 16, 1999,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the legality of the issuance
of the Common Stock registered hereby will be passed upon for the
Registrant by Venture Law Group, Menlo Park, California.  As of the date
of this Registration Statement, certain members of Venture Law Group and
investment partnerships of which members of Venture Law Group are
partners beneficially own 24,692 shares of the Registrants' Common Stock
in the aggregate.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation limits the liability
of directors to the maximum extent permitted by Delaware law.  Delaware
law provides that a director of a corporation will not be personally
liable for monetary damages for breach of such individual's fiduciary
duties as a director except for liability (i) for any breach of such
director's duty of loyalty to the company or to its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemption's as provided in
Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which a director derives an improper personal benefit.
The Registrant's Bylaws provide the Registrant indemnify its
directors and executive officers and may indemnify its officers,
employees and other agents to the full extent permitted by law.  The
Registrant believes that indemnification under its Bylaws covers at least
negligence on the part of an indemnified party. The Registrant's Bylaws
also permit it to advance expenses incurred by an indemnified party in
connection with the defense of any action or proceeding arising out of
his or her status or service as a director, officer, employee or other
agent of the company upon an undertaking by him or her to repay such
advances if it is ultimately determined that he or she is not entitled to
indemnification.
The Registrant has entered into separate indemnification agreements
with each of its directors and officers.  These agreements require
Registrant to, among other things, indemnify such director or officer
against expenses, including attorney's fees, judgments, fines and
settlements paid by such individual in connection with any action, suit
or proceeding arising out of such individual's status or service as a
director or officer of the company, other than liability arising form
willful misconduct or conduct that is knowingly fraudulent or
deliberately dishonest, and to advance expenses incurred by such
individual in connection with any proceeding against such individual with
respect to which such individual may be entitled to indemnification by
Registrant.  The Registrant believes that its Certificate of
Incorporation and bylaw provisions and indemnification agreements are
necessary to attract and retain qualified persons as directors and
executive officers.  The Registrant also maintains directors' and
officers' liability insurance.
Item 7. Exemption from Registration Claimed..
Not applicable.
Item 8. Exhibits.
Exhibit Number

   4.1*             1999 Employee Stock Purchase Plan

   4.2*             1999 Stock Incentive Plan

   4.3*             1995 Stock Option Plan

   5.1              Opinion of Venture Law Group, a Professional Corporation

  23.1              Consent of Venture Law Group, a Professional Corporation
                     (included in Exhibit 5.1).

  23.2              Consent of Independent Public Accountants

  24.1              Powers of Attorney
_________________________________________________________________
*Previously filed as an exhibit to Registrant's Registration
Statement on Form S-1 (File No. 333-76463) declared effective
June 21, 1999.
Item 9.         Undertakings.
The undersigned Registrant hereby undertakes:
(1)     to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2)     that, for purposes of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)     to remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in a successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered
hereunder, the Registrant will, unless in the opinion of its counsel the
question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
[Signature Pages Follow]
RAMP NETWORKS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Ramp Networks, Inc., a corporation organized and existing
under the laws of the State of Delaware, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Clara, State of California, on this 25th day of August, 1999.
RAMP NETWORKS, INC.
(Registrant)
By:
/s/ Mahesh Veerina
Mahesh Veerina
President and Chief Executive Officer
Exhibit 24.1
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Mahesh Veerina and Terry
Gibson, jointly and severally, his or her attorneys-in-fact and agents,
each with the power of substitution and resubstitution, for him or her
and in his or her name, place or stead, in any and all capacities, to
sign any amendments to this Registration Statement on Form S-8, and to
file such amendments, together with exhibits and other documents in
connection therewith, with the Securities and Exchange Commission,
granting to each attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully as he or she might or could do
in person, and ratifying and confirming all that the attorney-in-facts
and agents, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                            Title                        Date
----------------------------------- ---------------------------------- ---------------------
/s/ Mahesh Veerina                  President, Chief Executive         August 25, 1999
----------------------------------    Officer and Director
Mahesh Veerina                        (Principal Executive Officer)

/s/ Terry Gibson                    Chief Financial Officer and        August 25, 1999
----------------------------------    Secretary (Principal Financial
Terry Gibson                          and Accounting Officer)

/s/ Anthony Sun                     Director                           August 25, 1999
----------------------------------
Anthony Sun

/s/ Philip T. Gianos                Director                           August 25, 1999
----------------------------------
Philip T. Gianos

/s/ L. William Krause               Director                           August 25, 1999
----------------------------------
L. William Krause
INDEX TO EXHIBITS
Exhibit Number

   4.1*             1999 Employee Stock Purchase Plan

   4.2*             1999 Stock Incentive Plan

   4.3*             1995 Stock Option Plan

   5.1              Opinion of Venture Law Group, a Professional Corporation

  23.1              Consent of Venture Law Group, a Professional Corporation
                     (included in Exhibit 5.1).

  23.2              Consent of Independent Public Accountants

  24.1              Powers of Attorney
_________________________________________________________________
*Previously filed as an exhibit to Registrant's Registration
Statement on Form S-1 (File No. 333-76463) declared effective
June 21, 1999.