Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
BROWN ANDREW M
 2. Issuer Name and Ticker or Trading Symbol
RAMP CORP [RCO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)

C/O RAMP CORPORATION, 33 MAIDEN LANE, 5TH FLOOR		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


NEW YORK, NY 10038		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/27/2002   P 4,166 A $ 24 4,166 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock $ 7.5 07/10/2003   A 8,333   07/10/2003 07/10/2008 Common Stock
8,333
$ 7.5 8,333
D
 
Options to Purchase Common Stock $ 7.5 07/10/2003   A 16,667   07/10/2003 07/10/2008 Common Stock
16,667
$ 7.5 16,667
D
 
Options to Purchase Common Stock $ 15 10/07/2003   A 3,333   10/07/2003 10/07/2008 Common Stock
3,333
$ 15 3,333
D
 
Options to Purchase Common Stock $ 5.4 06/01/2004   A 33,333   06/01/2004 06/01/2009 Common Stock
33,333
$ 5.4 33,333
D
 
Options to Purchase Common Stock $ 1.14 12/02/2004   A 1,353,383     (1) 12/02/2009 Common Stock
1,353,383
$ 1.14 1,353,383
D
 
Warrants to Purchase Common Stock $ 9 12/20/1999   A 3,333   12/20/1999 08/14/2005 Common Stock
3,333
$ 9 3,333
D
 
Warrants to Purchase Common Stock $ 9 08/14/2002   A 2,800   08/14/2002 08/14/2005 Common Stock
2,800
$ 9 2,800
D
 
Warrants to Purchase Common Stock $ 9 12/27/2002   A 4,167   12/27/2002 07/01/2008 Common Stock
4,167
$ 9 4,167
D
 
Warrants to Purchase Common Stock $ 20.7 04/01/2003   A 2,067   04/01/2003 04/01/2008 Common Stock
2,067
$ 20.7 2,067
D
 
Warrants to Purchase Common Stock $ 20.7 06/24/2003   A 4,133   06/24/2003 06/24/2008 Common Stock
4,133
$ 20.7 4,133
D
 
Warrants to Purchase Common Stock $ 15 07/01/2003   A 3,000   07/01/2003 07/01/2008 Common Stock
3,000
$ 15 3,000
D
 
Warrants to Purchase Common Stock $ 9 09/18/2003   A 4,167   09/18/2003 08/27/2006 Common Stock
4,167
$ 9 4,167
D
 
Warrants to Purchase Common Stock $ 9 09/18/2003   A 500   09/18/2003 08/27/2007 Common Stock
500
$ 9 500
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROWN ANDREW M
C/O RAMP CORPORATION
33 MAIDEN LANE, 5TH FLOOR
NEW YORK, NY 10038		   X     President & CEO  

Signatures

/s/ Andrew M. Brown 03/12/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 40% vests on January 1, 2005 and the remaining 60% vests in eight equal quarterly installments commencing on April 1, 2005; fully vests on January 1, 2007.

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