Registration No. 333-_________

    As filed with the Securities and Exchange Commission on December 21, 2004


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                                RAMP CORPORATION
             (Exact name of registrant as specified in its charter)

      Delaware                                         84-1123311
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                   Identification No.)

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

                            2005 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                  Andrew Brown
                 Chairman, President and Chief Executive Officer
                                Ramp Corporation
                                 33 Maiden Lane
                            New York, New York 10038
                     (Name and address of agent for service)

                                 (212) 440-1500
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

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

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.


<PAGE>


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

Title of                                                     Proposed            Proposed
securities                              Amount               maximum             maximum
Registration                            to be                price per           offering          Registration
to be registered                        registered(1)        share (2)           price             fee
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                 <C>               <C>
Common Stock, $.001 par value per
share                                   5,500,000            $3.475              $19,112,500       $2,249.54

-------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)   Pursuant to Rule 416(b) of the  Securities  Act of 1933,  as amended  (the
      "Securities   Act"),  there  shall  also  be  deemed  covered  hereby  all
      additional  securities  resulting from anti-dilution  provisions under the
      2005 Stock  Incentive  Plan (the  "Plan").  Pursuant to Rule 416(a) of the
      Securities Act this Registration Statement shall also cover any additional
      shares of the  Registrant's  Common Stock that become  issuable  under the
      Plan by reason of any stock  divided,  stock  split,  recapitalization  or
      other similar  transaction  effected  without the receipt of consideration
      that increases the number of the Registrant's outstanding shares of Common
      Stock.

(2)   The price per share is estimated solely for the purpose of calculating the
      registration  fee pursuant to Rule 457(c) of the  Securities  Act based on
      the average of the high and low prices for the Common Stock as reported on
      the American Stock Exchange on December 17, 2004.



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to the participating directors as specified by
Rule 428(b)(1) of the  Securities Act of 1933.  Such documents and the documents
incorporated  by reference  herein  pursuant to Item 3 of Part II hereof,  taken
together,  constitute a prospectus that meets the requirements of Sections 10(a)
of the Securities Act of 1933.

                  Ramp Corporation files annual,  quarterly and special reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission (the "SEC").  You may read and copy any document filed by the Company
at the SEC's public reference room located at Judiciary Plaza, 450 Fifth Street,
N.W.,  Washington,  D.C.  20549.  You  may  obtain  further  information  on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. The
Company's SEC filings are also  available to the public over the Internet at the
SEC's  web site at  http://www.sec.gov.  You may  also  request  copies  of such
documents, upon payment of a duplicating fee, by writing to the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following  documents  heretofore  filed by Ramp  Corporation  (the
"Company" or the "Registrant") with the Securities and Exchange  Commission (the
"Commission")  pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are incorporated herein by reference:

         (a) the Company's  Report on Form 10-K for the year ended  December 31,
2003;

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2003; and

         (c) the  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement on Form 8-A 12B/A filed with the SEC on April
6, 2000.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this

                                       1
<PAGE>

Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

Item 4.   Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

         The Company's Restated Certificate of Incorporation (the "Certificate")
provides  that the liability of a director of the Company shall be eliminated or
limited to the fullest extent permitted by the Delaware General  Corporation Law
(the "DGCL"). Under the DGCL, the directors have a fiduciary duty to the Company
which is not eliminated by this provision of the Certificate and, in appropriate
circumstances,   equitable  remedies  such  as  injunctive  or  other  forms  of
non-monetary  relief will remain  available.  In addition,  each  director  will
continue to be subject to liability  under the DGCL for breach of the director's
duty of loyalty to the Company, for acts or omissions which are found by a court
of  competent  jurisdiction  to be not in good  faith or  involving  intentional
misconduct,  for knowing  violations  of law,  for  actions  leading to improper
personal  benefit to the  director,  and for payment of dividends or approval of
stock  repurchases  or redemptions  that are prohibited by DGCL.  This provision
also does not affect the directors'  responsibilities under any other laws, such
as the  Federal  securities  laws or state or Federal  environmental  laws.  The
Company has obtained liability insurance for its officers and directors

         Section  145 of the  DGCL  empowers  a  corporation  to  indemnify  its
directors  and  officers  and to purchase  insurance  with  respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director: (i) for
any  breach  of  the  director's  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a knowing  violation  of law,  (iii)  arising  under
Section 174 of the DGCL,  or (iv) for any  transaction  from which the  director
derived  an  improper  personal  benefit.  The DGCL  provides  further  that the
indemnification  permitted thereunder shall not be deemed exclusive of any other
rights  to  which  the  directors  and  officers  may  be  entitled   under  the
corporation's  bylaws, any agreement,  a vote of stockholders or otherwise.  The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section  102(b)(7) of the DGCL and provides  that the Company shall
fully  indemnify  any person who was or is a party or is threatened to be made a
party  to any  threatened,  pending  or  completed  action,  suit or  proceeding
(whether civil, criminal,

                                       2
<PAGE>

administrative  or  investigative)  by reason of the fact that such person is or
was a director or officer of the Company, or is or was serving at the request of
the Company as a director or officer of another corporation,  partnership, joint
venture,  trust,  employee  benefit plan or other  enterprise,  against expenses
(including  attorney's  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding.

         In  addition,  the Company has  insurance  policies  with XL  Specialty
Insurance  Company  in the  aggregate  amount of  $12,000,000  with  respect  to
potential liabilities of its directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted  to the  Company's  directors,  officers  and  controlling
persons pursuant to the provisions  described  above, or otherwise,  the Company
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  payment of  expenses  incurred or paid by a director,
officer or controlling person in the successful  defense of any action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities  being  registered for resale,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question 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.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.


      Number                       Description of Exhibit

         4.1      Company's 2005 Stock Incentive Plan, incorporated by reference
                  to  Appendix B to the  Company's  definitive  Proxy  Statement
                  filed with the SEC on October 18, 2004.

         *5.1     Opinion of Jenkens & Gilchrist Parker Chapin LLP.

         *23.1    Consent of Jenkens & Gilchrist  Parker Chapin LLP (included in
                  exhibit 5.1 hereto).

         *23.2    Consent of BDO Seidman, LLP.

         *23.3    Consent of Ehrhardt Keefe Steiner & Hottman PC.

         *24.1    Power of Attorney (included in signature page).


*Filed herewith

                                       3
<PAGE>


Item 9. Undertakings.

         (a) 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:

                  (i) To include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant to Rule 424(b),  if in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

                  (iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual

                                       4
<PAGE>

report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 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 the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                       5
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant 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 New  York,  State of New  York,  on the 20th day of
December, 2004.


                                RAMP CORPORATION


                                By: /s/ Andrew Brown
                                    -----------------------------------------
                                    Andrew Brown
                                    Chairman, President and Chief Executive
                                    Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  each of Andrew  Brown  with power of
substitution, as his attorney-in-fact, in all capacities, to sign any amendments
to this Registration Statement (including post-effective amendments) and to file
the same,  with exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said  attorney-in-facts  or their 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 below by the  following  persons in the
capacities indicated on the 20th day of December, 2004.

<TABLE>
<CAPTION>
                   Signature                                          Title                                      Date
                   ---------                                          -----                                      ----
<S>                                              <C>                                                      <C>
/s/ Andrew Brown                                 Chairman,  Chief Executive  Officer and Director         December 20, 2004
-----------------------------------------        (Principal Executive Officer)
Andrew Brown

/s/ Ron Munkittrick                              Principal Financial and Accounting Officer               December 20, 2004
-----------------------------------------
Ron Munkittrick

/s/ Steven C. Berger                             Director                                                 December 20, 2004
-----------------------------------------
Steven C. Berger

/s/ Steve Shorr                                  Director                                                 December 20, 2004
-----------------------------------------
Steve Shorr

/s/ Tony Soich                                   Director                                                 December 20, 2004
-----------------------------------------
Tony Soich

/s/ Jeffrey A. Stahl                             Director                                                 December 20, 2004
-----------------------------------------
Jeffrey A. Stahl
</TABLE>

                                       6
[{"type": "S-8", "sequence": "1", "filename": "fs8122004.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20452}]
{"company-data": {"conformed-name": "RAMP CORP", "cik": "0000890784", "assigned-sic": "7370", "irs-number": "841123311", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121517", "film-number": "041218324"}, "business-address": {"street1": "33 MAIDEN LANE", "city": "NEW YORK", "state": "NY", "zip": "10038", "phone": "212-440-1500"}, "mail-address": {"street1": "33 MAIDEN LANE", "city": "NEW YORK", "state": "NY", "zip": "10038"}, "former-company": [{"former-conformed-name": "MEDIX RESOURCES INC", "date-changed": "19980218"}, {"former-conformed-name": "INTERNATIONAL NURSING SERVICES INC", "date-changed": "19940719"}]}
Registration No. 333-_________

    As filed with the Securities and Exchange Commission on December 21, 2004

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                                RAMP CORPORATION
             (Exact name of registrant as specified in its charter)

      Delaware                                         84-1123311
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                   Identification No.)

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

                            2005 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                  Andrew Brown
                 Chairman, President and Chief Executive Officer
                                Ramp Corporation
                                 33 Maiden Lane
                            New York, New York 10038
                     (Name and address of agent for service)

                                 (212) 440-1500
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

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

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE

Title of                                                     Proposed            Proposed
securities                              Amount               maximum             maximum
Registration                            to be                price per           offering          Registration
to be registered                        registered(1)        share (2)           price             fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per
share                                   5,500,000            $3.475              $19,112,500       $2,249.54

-------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416(b) of the  Securities  Act of 1933,  as amended  (the
      "Securities   Act"),  there  shall  also  be  deemed  covered  hereby  all
      additional  securities  resulting from anti-dilution  provisions under the
      2005 Stock  Incentive  Plan (the  "Plan").  Pursuant to Rule 416(a) of the
      Securities Act this Registration Statement shall also cover any additional
      shares of the  Registrant's  Common Stock that become  issuable  under the
      Plan by reason of any stock  divided,  stock  split,  recapitalization  or
      other similar  transaction  effected  without the receipt of consideration
      that increases the number of the Registrant's outstanding shares of Common
      Stock.

(2)   The price per share is estimated solely for the purpose of calculating the
      registration  fee pursuant to Rule 457(c) of the  Securities  Act based on
      the average of the high and low prices for the Common Stock as reported on
      the American Stock Exchange on December 17, 2004.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to the participating directors as specified by
Rule 428(b)(1) of the  Securities Act of 1933.  Such documents and the documents
incorporated  by reference  herein  pursuant to Item 3 of Part II hereof,  taken
together,  constitute a prospectus that meets the requirements of Sections 10(a)
of the Securities Act of 1933.

                  Ramp Corporation files annual,  quarterly and special reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission (the "SEC").  You may read and copy any document filed by the Company
at the SEC's public reference room located at Judiciary Plaza, 450 Fifth Street,
N.W.,  Washington,  D.C.  20549.  You  may  obtain  further  information  on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. The
Company's SEC filings are also  available to the public over the Internet at the
SEC's  web site at  http://www.sec.gov.  You may  also  request  copies  of such
documents, upon payment of a duplicating fee, by writing to the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following  documents  heretofore  filed by Ramp  Corporation  (the
"Company" or the "Registrant") with the Securities and Exchange  Commission (the
"Commission")  pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are incorporated herein by reference:

         (a) the Company's  Report on Form 10-K for the year ended  December 31,
2003;

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2003; and

         (c) the  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement on Form 8-A 12B/A filed with the SEC on April
6, 2000.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this

                                       1
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

Item 4.   Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

         The Company's Restated Certificate of Incorporation (the "Certificate")
provides  that the liability of a director of the Company shall be eliminated or
limited to the fullest extent permitted by the Delaware General  Corporation Law
(the "DGCL"). Under the DGCL, the directors have a fiduciary duty to the Company
which is not eliminated by this provision of the Certificate and, in appropriate
circumstances,   equitable  remedies  such  as  injunctive  or  other  forms  of
non-monetary  relief will remain  available.  In addition,  each  director  will
continue to be subject to liability  under the DGCL for breach of the director's
duty of loyalty to the Company, for acts or omissions which are found by a court
of  competent  jurisdiction  to be not in good  faith or  involving  intentional
misconduct,  for knowing  violations  of law,  for  actions  leading to improper
personal  benefit to the  director,  and for payment of dividends or approval of
stock  repurchases  or redemptions  that are prohibited by DGCL.  This provision
also does not affect the directors'  responsibilities under any other laws, such
as the  Federal  securities  laws or state or Federal  environmental  laws.  The
Company has obtained liability insurance for its officers and directors

         Section  145 of the  DGCL  empowers  a  corporation  to  indemnify  its
directors  and  officers  and to purchase  insurance  with  respect to liability
arising out of their capacity or status as directors and officers, provided that
this provision shall not eliminate or limit the liability of a director: (i) for
any  breach  of  the  director's  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a knowing  violation  of law,  (iii)  arising  under
Section 174 of the DGCL,  or (iv) for any  transaction  from which the  director
derived  an  improper  personal  benefit.  The DGCL  provides  further  that the
indemnification  permitted thereunder shall not be deemed exclusive of any other
rights  to  which  the  directors  and  officers  may  be  entitled   under  the
corporation's  bylaws, any agreement,  a vote of stockholders or otherwise.  The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section  102(b)(7) of the DGCL and provides  that the Company shall
fully  indemnify  any person who was or is a party or is threatened to be made a
party  to any  threatened,  pending  or  completed  action,  suit or  proceeding
(whether civil, criminal,

                                       2
administrative  or  investigative)  by reason of the fact that such person is or
was a director or officer of the Company, or is or was serving at the request of
the Company as a director or officer of another corporation,  partnership, joint
venture,  trust,  employee  benefit plan or other  enterprise,  against expenses
(including  attorney's  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding.

         In  addition,  the Company has  insurance  policies  with XL  Specialty
Insurance  Company  in the  aggregate  amount of  $12,000,000  with  respect  to
potential liabilities of its directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted  to the  Company's  directors,  officers  and  controlling
persons pursuant to the provisions  described  above, or otherwise,  the Company
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  payment of  expenses  incurred or paid by a director,
officer or controlling person in the successful  defense of any action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities  being  registered for resale,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question 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.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

      Number                       Description of Exhibit

         4.1      Company's 2005 Stock Incentive Plan, incorporated by reference
                  to  Appendix B to the  Company's  definitive  Proxy  Statement
                  filed with the SEC on October 18, 2004.

         *5.1     Opinion of Jenkens & Gilchrist Parker Chapin LLP.

         *23.1    Consent of Jenkens & Gilchrist  Parker Chapin LLP (included in
                  exhibit 5.1 hereto).

         *23.2    Consent of BDO Seidman, LLP.

         *23.3    Consent of Ehrhardt Keefe Steiner & Hottman PC.

         *24.1    Power of Attorney (included in signature page).

*Filed herewith

                                       3
Item 9. Undertakings.

         (a) 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:

                  (i) To include any prospectus  required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant to Rule 424(b),  if in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

                  (iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual

                                       4
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 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 the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant 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 New  York,  State of New  York,  on the 20th day of
December, 2004.

                                RAMP CORPORATION

                                By: /s/ Andrew Brown
                                    -----------------------------------------
                                    Andrew Brown
                                    Chairman, President and Chief Executive
                                    Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  each of Andrew  Brown  with power of
substitution, as his attorney-in-fact, in all capacities, to sign any amendments
to this Registration Statement (including post-effective amendments) and to file
the same,  with exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said  attorney-in-facts  or their 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 below by the  following  persons in the
capacities indicated on the 20th day of December, 2004.
Signature                                          Title                                      Date
                   ---------                                          -----                                      ----
/s/ Andrew Brown                                 Chairman,  Chief Executive  Officer and Director         December 20, 2004
-----------------------------------------        (Principal Executive Officer)
Andrew Brown

/s/ Ron Munkittrick                              Principal Financial and Accounting Officer               December 20, 2004
-----------------------------------------
Ron Munkittrick

/s/ Steven C. Berger                             Director                                                 December 20, 2004
-----------------------------------------
Steven C. Berger

/s/ Steve Shorr                                  Director                                                 December 20, 2004
-----------------------------------------
Steve Shorr

/s/ Tony Soich                                   Director                                                 December 20, 2004
-----------------------------------------
Tony Soich

/s/ Jeffrey A. Stahl                             Director                                                 December 20, 2004
-----------------------------------------
Jeffrey A. Stahl
6