UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 0-22369

RAMP NETWORKS, INC.
(Exact name of Registrant as specified in its charter)

Delaware	77-0366874
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

3100 De La Cruz Boulevard
Santa Clara, CA 95054
(Address of principal executive offices)

(408) 988-5353
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

As of July 31, 2000, there were 21,664,868 shares of the Registrant's Common Stock outstanding.

Ramp Networks, Inc.
QUARTERLY REPORT ON FORM 10-Q/A FOR THE PERIOD ENDED JUNE 30, 2000
TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	Page No.

Item 1. Interim Condensed Consolidated Financial Statements (unaudited):

Condensed Consolidated Balance Sheets at June 30, 2000 and December 31, 1999	**

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2000 and 1999	**

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999	**

Notes to Financial Statements	**

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	**

Item 3. Quantitative and Qualitative Disclosures About Market Risk	**

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	**

Item 2. Changes in Securities and Use of Proceeds	**

Item 3. Defaults Upon Senior Securities	**

Item 4. Submission of Matters to a Vote of Security Holders	**

Item 5. Other Information	**

Item 6. Exhibits and Reports on Form 8-K	**

Signature	**

EXPLANATORY STATEMENT

The condensed consolidated financial statements as of June 30, 2000 and for the three and six month period ended June 30, 2000 have been restated to reflect various adjustments to the Company's previously reported financial statements for the three and six month period ended June 30, 2000. These adjustments reflect a cumulative effect of accounting change as of January 1, 2000 for a change in the Company's revenue recognition policy as well as adjustments to revenues previously recorded to reflect the revised accounting policy for revenue recognition.

In the first quarter of 2000, the Company launched a new sales and marketing campaign that involved sales of new technology and products to both existing and a variety of new types of customers, including new customers serving the relatively new Digital Subscriber Loop (DSL) market. The DSL market experienced significant fluctuations in supply and demand in 2000. As a result, current customers and potential customers experienced delays in the provisioning of this marketplace which delayed demand for the Company's products. During 2000, the Company has experienced changing business conditions and demand for product from its distributors. Specifically, the Company experienced lower demand for both new and existing products and a trend of increasing past due accounts receivable from its current distributors as well as from some of the Company's new customers. The Company has now decided that this increase in past due accounts receivable from distributors was a result of the distributors not paying the Company until product was ultimately "sold through" to the customer. Additionally, certain new customers returned a significant portion of previously sold product in amounts greater than had been estimated by the Company. In 2000, the Company continued to apply revenue recognition accounting policies in accordance with past practices. Revenue recognition was based on historical experience with long-term customer payment patterns and returns and conventional industry practices. In the third quarter of 2000, the Company reassessed its receivable collection history and product returns history with its major distributors as well as new customers, based upon the current market demand for the Company's products. As a result of this reassessment, the Company determined that the negative trends in product sales demand and delayed collection of receivable amounts was not a temporary trend. These significant changes in circumstances have necessitated a change in accounting policies for its current sales activity. The Company has decided to restate earlier quarters so that the accounting for revenue is consistent for all interim periods in 2000.

The Company determined that given the current market, a more preferable method of revenue recognition would be to defer the recognition of revenue. Under this new method, the Company will now record revenue on product shipped to distributors when the product is ultimately "sold through" to the customer. Additionally, the Company will now defer revenues for all other customers where collection and returns history is not proven until such activity reflects the "sell through" of products by Value Added Resellers ("VAR") and Managed Service Providers ("MSP").

The Company has changed its revenue recognition policy retroactive to January 1, 2000. The result of the change in the revenue recognition policy was an increase in net loss of $1.3 million and an increase in deferred revenues. This amount represents the net amount of gross margin on shipments previously recorded for product shipped to the distributors, but not "sold through" to customers, as of January 1, 2000. This amount is included as a cumulative effect of change in accounting policy in the accompanying financial statements for the six months ended June 30, 2000. As such, the Company has restated amounts previously recorded in its Forms 10-Q for the quarterly periods ended March 31, 2000 and June 30, 2000 to reflect the changes in the revised revenue recognition policy and to properly account for certain third quarter 2000 returns of product that had previously been recognized as revenue under the prior revenue recognition policy.

PART I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Item 1. Financial Statements

Ramp Networks, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)

                                                       June 30,    December 31,
                                                         2000          1999
                                                      Restated,
                                                      See Note 2
                                                     (Unaudited)
                                                     ------------  ------------

                          ASSETS
Current Assets:
  Cash and cash equivalents........................       $5,984       $12,530
  Marketable securities............................       15,585        27,590
  Accounts receivable, net.........................       10,232         4,523
  Inventory, net...................................        7,179         2,273
  Prepaid expenses and other current assets........        1,657           900
                                                     ------------  ------------
   Total current assets............................       40,637        47,816
Property and equipment, net........................        2,941         1,724
Other assets.......................................          483           375
                                                     ------------  ------------
   Total assets....................................      $44,061       $49,915
                                                     ============  ============

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current portion of capital lease obligations.....         $114          $101
  Current portion of long-term debt................        2,363         2,233
  Accounts payable.................................        2,834         2,634
  Accrued liabilities..............................        3,247         3,440
  Deferred revenue.................................        7,524          --
                                                     ------------  ------------
   Total current liabilities.......................       16,082         8,408
Capital lease obligations, less
 current portion...................................          114           178
Long-term debt, less current portion...............        2,238         3,449
                                                     ------------  ------------
   Total liabilities...............................       18,434        12,035
                                                     ------------  ------------

Stockholders' equity:
  Preferred stock - 5,000 authorized, $.001
    par value, no shares issued at June
    30, 2000 and December 31, 1999.................           --            --
  Common stock - 100,000 authorized, $.001
    par value, issued and outstanding -
    21,542 and 21,097 at June 30, 2000 and
    December 31, 1999, respectively ...............           22            21
  Additional paid-in capital.......................       88,487        86,689
  Deferred stock compensation......................       (1,440)       (1,723)
  Accumulated deficit..............................      (61,442)      (47,107)
                                                     ------------  ------------
   Total stockholders' equity......................       25,627        37,880
                                                     ------------  ------------
   Total liabilities and stockholders' equity......      $44,061       $49,915
                                                     ============  ============

See accompanying notes to condensed consolidated financial statements.

Ramp Networks, Inc.
Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share data)
(unaudited)

                                          Three Months Ended   Six Months Ended
                                              June 30,            June 30,
                                         ------------------- -------------------
                                            2000      1999      2000      1999
                                         Restated,           Restated,
                                         See Note 2          See Note 2
                                         --------- --------- --------- ---------
Revenue................................    $4,976    $4,533    $8,507    $8,416
Cost of revenue........................     3,570     2,787     6,022     5,399
                                         --------- --------- --------- ---------
Gross margin...........................     1,406     1,746     2,485     3,017
                                         --------- --------- --------- ---------

Operating expenses:
  Research and development
    (excluding amortization of
    deferred stock compensation of
    $58 and $63 for the three months
    ended June 30, 2000 and 1999,
    respectively, and $116 and $229
    for the six months ended June
    30, 2000 and 1999, respectively...      2,090     1,087     3,752     2,345
  Sales and marketing
    (excluding amortization of
    deferred stock compensation of
    $50 and $50 for the three months
    ended June 30, 2000 and 1999,
    respectively, and $101 and $185
    for the six months ended June
    30, 2000 and 1999, respectively...      4,952     2,164     9,512     4,261
  General and administrative
    (excluding amortization of
    deferred stock compensation of
    $33 and $28 for the three months
    ended June 30, 2000 and 1999,
    respectively, and $66 and $103
    for the six months ended June
    30, 2000 and 1999, respectively...      1,272       698     2,404     1,169
  Amortization of deferred
     compensation......................       141       141       283       517
                                         --------- --------- --------- ---------
Total operating expenses...............     8,455     4,090    15,951     8,292
                                         --------- --------- --------- ---------
Loss from operations...................    (7,049)   (2,344)  (13,466)   (5,275)
Interest expense.......................      (174)     (213)     (457)     (247)
Other income (expense).................       389        99       895        75
                                         --------- --------- --------- ---------
Loss before cumulative effect of
  change in accounting policy..........    (6,834)   (2,458)  (13,028)   (5,447)

Cumulative effect of change in
  accounting policy....................        --        --    (1,307)       --
                                         --------- --------- --------- ---------
Net loss...............................   ($6,834)  ($2,458) ($14,335)  ($5,447)
                                         ========= ========= ========= =========

Basic and diluted loss per common
  share before cumulative effect
  of change in accounting policy........   ($0.32)   ($0.45)   ($0.61)   ($1.12)
                                         ========= ========= ========= =========
Basic and diluted net loss per
  common share..........................   ($0.32)   ($0.45)   ($0.67)   ($1.12)
                                         ========= ========= ========= =========
Shares used in computing basic and
  diluted net loss per common share.....   21,435     5,476    21,321     4,875
                                         ========= ========= ========= =========

See accompanying notes to condensed consolidated financial statements.

Ramp Networks, Inc.
Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)
(Unaudited)

                                                              Six Months Ended
                                                                 June 30,
                                                          ----------------------
                                                              2000        1999
                                                          Restated,
                                                          See Note 2
                                                          ----------  ----------
Operating activities:
  Net loss.............................................    ($14,335)    ($5,447)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation.......................................         509         302
    Gain on disposal of fixed assets...................         --          (15)
    Noncash compensation expense.......................         355         674
    Noncash technology acquisition.....................         --          573
    Changes in operating assets and liabilities:
      Accounts receivable..............................      (5,709)     (2,572)
      Inventory........................................      (4,906)     (1,596)
      Prepaid expenses and other assets................        (865)       (259)
      Accounts payable.................................         200         974
      Accrued liabilities..............................         465        (255)
      Deferred revenues................................       7,524         --
                                                          ----------  ----------
        Net cash used in operating activities..........     (16,762)     (7,621)
                                                          ----------  ----------
Investing activities:
  Purchase of property and equipment...................      (1,727)       (248)
  Proceeds from sale of assets.........................         --           46
  Maturities of short term investments.................      22,800         --
  Purchases of short term investments..................     (10,795)        --
                                                          ----------  ----------
        Net cash provided (used) by investing
          activities...................................      10,278        (202)
                                                          ----------  ----------
Financing activities:
  Principal payments on capital lease obligations......         (51)        (59)
  Borrowings under long term debt agreements...........         --        6,304
  Repayments of long term debt.........................      (1,081)       (297)
  Net proceeds from issuance of common stock...........       1,070      38,811
                                                          ----------  ----------
        Net cash (used) provided by financing
          activities...................................         (62)     44,759
                                                          ----------  ----------
Net (decrease) increase in cash and cash equivalents...      (6,546)     36,936
Cash and cash equivalents, beginning of period.........      12,530       3,764
                                                          ----------  ----------
Cash and cash equivalents, end of period...............      $5,984     $40,700
                                                          ==========  ==========

See accompanying notes to condensed consolidated financial statements.

Ramp Networks, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Operations

Ramp Networks, Inc. ("Ramp"), formerly Trancell Systems, Inc., a California corporation, was incorporated on February 17, 1994 and re-incorporated in Delaware in June 1999. Ramp develops, designs, manufactures and markets multi-user Internet access devices designed for small business and home use. Ramp sells its products through distributors and value added resellers and to original equipment manufacturers located in the United States and abroad.

2. Summary of Significant Accounting Policies:

Basis of Presentation

The condensed consolidated financial statements have been prepared by Ramp, pursuant to the rules and regulations of the Securities and Exchange Commission and include the accounts of Ramp Networks, Inc., and its wholly-owned subsidiary (collectively the "Company"). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company, the unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments and adjustments to reflect the restatement of amounts for changes in revenue recognition as noted below, necessary for a fair presentation of the financial position at June 30, 2000 and the operating results and cash flows for the three months and six months ended June 30, 2000 and 1999.

The condensed consolidated balance sheet at December 31, 1999 has been derived from audited financial statements as of that date. These financial statements and notes should be read in conjunction with the Company's audited consolidated financial statements and notes thereto, included in the Company's Form 10-K filed with the Securities and Exchange Commission.

The results of operations for the three months and six months ended June 30, 2000 are not necessarily indicative of the results that may be expected for future quarters or the year ending December 31, 2000.

Use of Estimates in Preparation of Condensed Consolidated Financial Statements

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Revenue Recognition and Cumulative Effect of Change in Accounting Policy

Ramp's revenue consists principally of amounts earned from the sale of manufactured products. Historically, revenue has been recognized by the Company upon transfer of title and risks of ownership, which generally occurs upon product shipment. Certain agreements with distributors and retailers provide for rights of return, co-op advertising, price protection, and stock rotation rights. Under the guidelines and requirements of ("SFAS") No. 48, "Revenue Recognition When Right of Return Exists", the Company had previously concluded that it had sufficient history and experience to quantify reserves required for these provisions. Accordingly, Ramp provides an allowance for returns and price adjustments and provides a warranty reserve at the point of revenue recognition. These reserves are adjusted periodically based upon historical experience and anticipated future returns, price adjustments, and warranty costs.

The impact on the Company's Statements of Operations and Balance Sheets for the change in the Company's revenue recognition policy is summarized as follows (in thousands except per share amounts):


                                               Three Months Ended      Six Months Ended
                                                 June 30, 2000           June 30, 2000
                                            ----------------------- -----------------------
                                            As Reported As Amended  As Reported As Amended
                                            ----------- ----------- ----------- -----------
Statement of Operations:
  Revenue................................       $5,765      $4,976     $11,348      $8,507
  Cumulative accounting change...........          --         --           --       (1,307)
  Net loss...............................       (7,068)     (6,834)    (12,598)    (14,335)
  Net loss per share.....................       ($0.33)     ($0.32)     ($0.59)     ($0.67)

Balance Sheet:
  Accounts receivable, net...............        9,037      10,232       9,037      10,232
  Inventory..............................        3,937       7,179       3,937       7,179
  Deferred revenue.......................        1,350       7,524       1,350       7,524

The restatement of items related to revenues are summarized into the following categories for the periods presented (in thousands):

                                               Three        Six
                                              Months      Months
                                               Ended       Ended
                                             June 30,    June 30,
                                               2000        2000
                                            ----------- -----------
Revenues, as reported....................       $5,765     $11,348

Summary of Adjustments:
(1) Adjustments to reflect the change
    to a preferable revenue
    recognition policy
    related to distributors..............          938        (154)

(2) Revision of revenue recognition
    policy related to new customers......       (1,727)     (2,687)
                                            ----------- -----------
Revenues, as restated....................       $4,976      $8,507
                                            =========== ===========

These adjustments represent the impact of the Company revising its revenue recognition policy. Previously the Company had reported revenue upon transfer of title and risk of ownership, which generally occurred upon product shipment. Provisions were also made for estimated normal returns. The adjustment represents the net effect of changing the revenue recognition method to a preferable method of recording revenue after the distributor has "sold through" the product to the ultimate end user. The Company believes this method more accurately reflects revenue due to the changes in market conditions and actual payment patterns of distribution customers using the criteria set forth under the SAB No. 101 interpretations and the requirements of SFAS No. 48.
These adjustments represent the net impact of the Company revising its revenue recognition policy related to new customers. Previously the Company had reported revenue upon transfer of title and risk of ownership, which generally occurred upon product shipment. In the third quarter of 2000, the Company experienced negative trends of collections for one of its newer customers and determined that its past collection history with other customers was not a sufficiently reliable indicator of future collections on current shipments to new customers. In addition, during the third quarter, another customer returned product it had purchased in the first quarter in amounts significantly greater than the Company had provided for at the time of sale. As collectibility could not be reasonably assured, the Company has revised its revenue recognition policy for new customers to defer revenue until amounts are collected and a customer specific collection history has been established.

At June 30, 2000 the Company has recorded deferred revenue of $7.5 million. The deferred revenue represents shipments of product to customers where title has passed and the Company has invoiced the customer. However, to the extent that product is returned to the Company or credits are approved, this deferred revenue will not result in revenue to the Company. As stated, this deferred revenue will result in revenue when sold through by the distributors or to the extent VAR's and MSP's pay on their account based on sales to their customers.

The SEC had issued SAB No. 101, "Revenue Recognition in Financial Statements." SAB No. 101 and related interpretations summarize the SEC's view in applying generally accepted accounting principles to selected revenue recognition issues. The Company believes that its revised accounting policy complies with the provisions of SAB No. 101.

Comprehensive Loss

In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income," which Ramp adopted beginning on January 1, 1998. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. The objective of SFAS No. 130 is to report a measure of all changes in equity of an enterprise that result from transactions and other economic events of the period other than transactions with shareholders ("comprehensive loss"). Comprehensive loss is the total of net loss and all other non-owner changes in equity. For the three and six month periods ended June 30, 2000 and 1999, the Company's comprehensive loss was equal to its net loss.

Net Loss Per Common Share

Basic net loss per common share is computed using the weighted average number of shares of common stock outstanding. The Company issued 3,853,000 shares of common stock and converted all of its outstanding redeemable convertible preferred stock to common stock on June 22, 1999, the date of the Company's initial public offering. Additionally, in July 1999, the underwriters of the initial public offering exercised their over-allotment option to purchase 600,000 shares of the Company's common stock.

Basic and diluted net loss per common share are the same in the accompanying condensed consolidated statements of operations since potential common shares from conversion of preferred stock and warrants, prior to their conversion to common stock, stock options and shares subject to repurchase are antidilutive for computing diluted net loss per common share. The Company evaluated the requirements of the Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 98 and concluded that there are no nominal issuances of common stock or potential common stock which would be required to be shown as outstanding for all periods as outlined in SAB No. 98.

Segment and Significant Customer Reporting

During 1998, Ramp adopted SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information." SFAS No. 131 requires a new basis of determining reportable business segments, i.e., the management approach. This approach requires that business segment information used by management to assess performance and manage company resources be the source for information disclosure.

On this basis, Ramp is organized and operates as one business segment, the design, development, manufacture, and marketing of multi-user internet access devices designed for small business and home use. The Company's long lived assets are primarily located in the United States.

Revenue by region as a percentage of total revenue is as follows:


                                               Three Months Ended       Six Months Ended
                                                   June 30,                June 30,
                                            ----------------------- -----------------------
                                                2000        1999        2000        1999
                                             Restated,               Restated,
                                            See Note 2              See Note 2
                                            ----------- ----------- ----------- -----------
   North America.........................           59%         80%         66%         85%
   Pacific Rim...........................           35%         10%         25%          8%
   Europe................................            6%         10%          9%          7%
                                            ----------- ----------- ----------- -----------
      Total revenue......................          100%        100%        100%        100%
                                            =========== =========== =========== ===========

The Company's customers representing 10% or more of total revenues were as follows:


                                               Three Months Ended       Six Months Ended
                                                   June 30,                June 30,
                                            ----------------------- -----------------------
                                                2000        1999        2000        1999
                                             Restated,               Restated,
                                            See Note 2              See Note 2
                                            ----------- ----------- ----------- -----------
   Customer A............................           28%         35%         28%         31%
   Customer B............................           23%         19%         20%         19%
   Customer C............................           34%          0%         20%          0%

Accounting For Derivative Instruments and Hedging Activities

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which requires companies to record derivative financial instruments on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedging accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. SFAS No. 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. Management does not believe this Statement will have a material impact on the financial condition or results of the operations as the Company does not currently hold any derivative instruments and does not engage in hedging activities.

Accounting for Certain Transactions Involving Stock Compensation

In March 2000, the FASB issued Financial Standards Board Interpretation (FIN) No. 44, "Accounting for Certain Transactions Involving Stock Compensation - an Interpretation of APB Opinion No. 25." FIN 44 addresses the application of APB Opinion No. 25 to clarify, among other issues, (i) the definition of employee for purposes of applying APB Opinion No. 25, (ii) the criteria for determining whether a plan qualifies as a non-compensatory plan, (iii) the accounting consequences of various modifications to the terms of a previously fixed stock option or award, and (iv) the accounting for an exchange of stock compensation awards in a business combination. FIN 44 is effective July 1, 2000, but certain conclusions cover specific events that occur after either December 15, 1998, or January 12, 2000. To the extent FIN 44 covers events occurring during the period after December 15, 1998, or January 12, 2000, but before the effective date of July 1, 2000, the effects of applying the interpretation will be recognized on a prospective basis from July 1, 2000. The Company currently is evaluating FIN 44 and does not expect that it will have a material effect on its financial position or results of operations.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

3. Inventory

Inventory, net of reserves, consisted of the following (in thousands):

                                             June 30,   December 31,
                                               2000        1999
                                             Restated,
                                            See Note 2
                                            ----------- -----------
   Raw materials...........................       $473        $699
   Finished goods, including $3.2
     million of inventory related to
     deferred revenue as of June 30, 2000..     6,706       1,574
                                            ----------- -----------
         Total inventory...................     $7,179      $2,273
                                            =========== ===========

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are forward-looking statements that involve risks and uncertainties. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", and similar expressions identify such forward-looking statements. The forward-looking statements contained herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Factors that might cause such a difference include, among other things, those set forth under "Overview", "Liquidity and Capital Resources" and "Risk Factors" included in this section and those appearing elsewhere in this Form 10-Q/A. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company assumes no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.

OVERVIEW

Ramp Networks is a leading provider of easy-to-use, reliable and affordable shared Internet access solutions for the small office market, which includes small businesses, remote and branch offices of large corporations, and home offices. Our WebRamp product family allows multiple users in a small office to share the same Internet connection simultaneously while optimizing each user's access speed. Our WebRamp product family is a flexible and scalable platform that provides software-based routing and bridging functionality to deliver Internet-enabled applications and services. Our products support existing analog phone lines, as well as ISDN and security/VPN and increasingly support access technologies such as DSL and cable modems. Our Connection Optimized Link Technology enables multiple users to access the Internet simultaneously through regular phone lines and analog modems at up to three times the access speed of a single analog connection.

We were incorporated in California in February 1994 and reincorporated in Delaware in June 1999. Our wholly-owned subsidiary, Ramp Networks Private Limited, is incorporated in India and performs research and development for us. From our inception in February 1994 through early 1995, we were focused on developing products for the asynchronous transfer mode market. We subsequently licensed this technology to a related party and focused on the small office market for shared Internet access solutions. From early 1995 through May 1996, our operating activities were related primarily to developing, prototyping and testing our first WebRamp product, staffing our administrative, sales and marketing and operations organizations and establishing relationships with Value Added Resellers (VAR's), Internet Service Providers (ISP's) and mail order catalogs for the distribution of our products. In June 1996, we commenced shipments of our first ISDN-based WebRamp product. The quarter ended March 31, 2000 was the first quarter that the Company has shipped volume production units of all its DSL products, namely; ADSL - WebRamp 600I , SDSL WebRamp 500I and WebRamp 510I, and IDSL - WebRamp 450i.

Our revenue is derived primarily from the sale of our WebRamp family of products. We market and sell our products via a two-tier distribution system primarily to distributors, such as Ingram Micro and Tech Data (in North America), who then resell our products to VAR's, selected retail outlets, mail order catalogs and ISP's. These VAR's then sell our products to end-users. Additionally, we also sell our products to Original Equipment Manufacturers (OEM) and with the advent of our DSL portfolio will sell to VAR's and ISP's that work directly with DSL service providers or carriers.

The level of sales to any customer may vary from quarter to quarter. However, we expect that sales to Ingram Micro and Tech Data will continue to represent a significant portion of our revenue. Revenue from the Company's customers representing 10% or more of total revenues are summarized in Item 1, Notes to Condensed Consolidated Financial Statements, under "Segment and Significant Customer Reporting".

The Company's international sales currently are U.S. dollar-denominated. As a result, an increase in the value of the U.S. dollar relative to foreign currencies, particularly in China, could make our products less competitive in international markets. In the future, we may elect to invoice some of our international customers in local currency. Doing so will expose us to losses due to fluctuations in exchange rates between the U.S. dollar and the particular local currency. We may choose to limit any currency exposure through the purchase of forward foreign exchange contracts or other hedging strategies, but such strategies may not be successful in avoiding exchange-related losses. See "Risk Factors . If We Are Not Successful in Expanding Our Business in International Markets, Our Growth Will Suffer". Revenue by geographical region as a percentage of the Company's total revenue is summarized in Item 1 Notes to Condensed Consolidated Financial Statements, under "Segment and Significant Customer Reporting".

We generally expect to experience price pressure due to the impact of competition. Average selling prices have varied considerably in the past based on such price pressure and also on the mix of the various products shipped by the Company. Additionally, OEM unit pricing is generally lower than distribution pricing. Pricing in the OEM market depends on the specific features and functional content of the products sold, the degree of integration with the OEM's products, purchase volumes and the level of sales and service support.

The Company uses "turn-key" suppliers for the purchase, assembly and packaging of all products sold that require hardware components. From time to time the Company has made strategic purchases of material components from vendors to ensure supply of critical components for its products. Significant portions of the critical components used in the Company's products are multi- source to ensure adequate supply to our turn-key vendors. Key components such as processors and certain types of memory, including "flash" memory, are and have been a consistent variable in the market place for both supply and price. As such the Company continually manages such supply with vendors to meet the requirements of its own demand for finished products.

Until recently, our cost of revenue has declined as a percentage of revenue since we first began shipping products. The initial higher cost of revenue included higher component and manufacturing costs associated with lower initial production volumes, as well as overhead costs which were applied to a lower number of units produced. As volumes have increased, our cost of revenue has declined as a percentage of revenue as a result of lower costs in components, manufacturing and overhead on a per-unit basis. Our gross margins are affected by fluctuations in manufacturing volumes and component costs, and the mix of products sold. During the three months ended June 30, 2000, gross margin as a percentage of revenue declined as compared to the three months ended June 30, 1999. During the three months ended June 30, 2000, the Company's revenue included significantly higher unit volumes of its new Broadband products. These products currently have higher unit costs as volume production levels have not been achieved as yet, with the Company's vendors that supply such products. As the Broadband product volumes increase, the cost per unit of these products should reduce and should be reflected by higher gross margin as a percentage of revenue. Although the Company expects the gross margin as a percentage of revenue to improve, the product portfolio for Broadband products is varied and as such the manufacturing costs of the different products vary also. Predicting the future mix of such volumes is difficult and as such we cannot assure you that we will maintain or increase our gross margins as a percentage or revenues.

Research and development expenses consist primarily of salaries and related personnel expenses, fees paid to consultants and outside service providers, and prototyping expenses related to the design, development and testing of our products. Sales and marketing expenses consist primarily of salaries, commissions and related expenses for personnel engaged in marketing, sales and support functions, as well as costs associated with promotional and other sales activities. General and administrative expenses consist primarily of salaries and related expenses for executive, finance and human resources personnel, professional fees, and other corporate expenses. We expect expenses relating to research and development, sales and marketing, general and administrative and operations to increase in absolute dollars. However, the percentage of revenue that each of these categories represents will vary depending on the rate of our revenue growth and investments that may be required to support the development of new products and our penetration of new markets.

Since our inception, we have incurred significant losses and, as of June 30, 2000, we had an accumulated deficit of $61.4 million. These losses have resulted primarily from our activities to develop our products, establish brand recognition and to develop our distribution channels.

As of December 31, 1999, we had net operating loss carryforwards of $41 million for federal purposes and $16 million for state purposes. The federal and state net operating loss carry-forwards expire on various dates through 2019. We have provided a full valuation allowance against our deferred tax assets, consisting primarily of net operating loss carry-forwards, because of the uncertainty regarding their realization. Further, these net operating loss carry-forwards could be subject to limitations due to changes in our ownership resulting from equity financing.

Results of Operations

The following table sets forth certain financial data for the periods indicated as a percentage of revenue.

                                          Three Months Ended   Six Months Ended
                                              June 30,            June 30,
                                         ------------------- -------------------
                                            2000      1999      2000      1999
                                         Restated,           Restated,
                                         See Note 2          See Note 2
                                         --------- --------- --------- ---------
Revenue................................     100.0 %   100.0 %   100.0 %   100.0 %
Cost of revenue........................      71.7      61.5      70.8      64.2
                                         --------- --------- --------- ---------
Gross margin...........................      28.3      38.5      29.2      35.8
                                         --------- --------- --------- ---------

Operating expenses:
  Research and development.............      42.0      24.0      44.1      27.9
  Sales and marketing..................      99.5      47.7     111.8      50.6
  General and administrative...........      25.7      15.4      28.3      13.9
  Amortization of deferred
     compensation......................       2.8       3.1       3.3       6.1
                                         --------- --------- --------- ---------
Total operating expenses...............     170.0      90.2     187.5      98.5
                                         --------- --------- --------- ---------
Loss from operations...................    (141.7)    (51.7)   (158.3)    (62.7)
Interest expense.......................      (3.5)     (4.7)     (5.4)     (2.9)
Other income (expense).................       7.8       2.2      10.5       0.9
Cumulative effect of change in
  accounting policy....................       0.0       0.0     (15.4)      0.0
                                         --------- --------- --------- ---------
Net loss ..............................    (137.3)%   (54.2)%  (168.5)%   (64.7)%
                                         ========= ========= ========= =========

Three Months Ended June 30, 2000 (As Restated, See Note 2) and 1999

Revenue. Revenue increased 9.8% to $5.0 million in the three months ended June 30, 2000 from $4.5 million in the three months ended June 30, 1999. The increase was primarily due to continued growth in the WebRamp 700 series of security products and growth in our Broadband products dominated by the Company's line of SDSL and ADSL products servicing the "broadband" market.

Gross margin.
The Company's total gross margin decreased from $1.7 million, or 39% of revenue, for the three months ended June 30, 1999 to $1.4 million, or 28% of revenue, for the three months ended June 30, 2000. The decline in gross margin as a percentage of revenue resulted primarily from (1) Sales of Broadband products which are currently supplied by the Company's vendors at lower volumes and therefore at higher unit prices and (2) A decline in analog products selling prices due to competitive pressures and softening of demand in North America as customers accelerate the transition to broadband technology.

Research and development expenses.
Research and development expenses increased from $1.1 million, or 24% of revenue, for the three months ended June 30, 1999 to $2.1 million, or 42% of revenue, for the three months ended June 30, 2000. This increase reflects significant activity on engineering projects associated with the introduction of the Company's new Broadband products as well as efforts focused on integration of "Internet security" and "voice-over-DSL" technologies. The Company expects research and development expenditures to increase in the future as the Company continues to invest in new technologies.

Sales and marketing expenses.
Sales and marketing expenses increased from $2.2 million, or 48% of revenue, for the three months ended June 30, 1999 to $5.0 million, or 100% of revenue, for the three months ended June 30, 2000. Sales and marketing expenses for the three months ended June 30, 2000 reflects increased selling expenditures for the hire of new support staff for the carrier organization to support the expansion into the Broadband/Security market. Additionally, the Company has expanded its advertising, promotions and marketing support efforts in both Europe and the Pacific Rim region to develop further markets for the Company's products.

General and administrative expenses.
General and administrative expenses increased from $0.7 million, or 15% of revenue, for the three months ended June 30, 1999 to $1.3 million, or 26% of revenue, for the three months ended June 30, 2000. The increase in general and administrative expenses is due primarily to increases in recruiting and personnel related expenses.

Amortization of deferred stock compensation.
Amortization of deferred stock compensation was $0.1 million for each of the three months ended June 30, 2000 and 1999, respectively. This amortization is associated with recorded deferred compensation of $2.5 million related to stock options granted in the year ended December 31, 1998 and during the three months ended March 31, 1999 at less than their deemed fair market value. The Company amortizes the deferred compensation over the vesting periods of the applicable options.

Cumulative effect of change in accounting policy.
The results of operations for the three months ended June 30, 2000 include a $1.3 million increase in net loss as a result of a cumulative change in accounting policy. See Note 2.

Six Months Ended June 30, 2000 (As Restated, See Note 2) and 1999

Revenue. Revenue for the six months ended June 30, 2000 was $ 8.5 million which is consistent with $8.4 million in the six months ended June 30, 1999.

Gross margin.
The Company's total gross margin decreased from $3.0 million, or 36% of revenue, for the six months ended June 30, 1999 to $2.5 million, or 30% of revenue, for the six months ended June 30, 2000. The decline in gross margin resulted primarily from (1) Sales of Broadband products which are currently supplied by the Company's vendors at lower volumes and therefore at higher unit prices and (2) A decline in analog products selling prices due to competitive pressures and softening of demand in North America as customers accelerate the transition to broadband technology.

Research and development expenses.
Research and development expenses increased from $2.3 million, or 28% of revenue, for the six months ended June 30, 1999 to $3.8 million, or 44% of revenue, for the six months ended June 30, 2000. This increase reflects significant activity on engineering projects associated with the introduction of the Company's new Broadband products as well as efforts focused on integration of "Internet security" and "voice-over-DSL" technologies. The Company expects research and development expenditures to increase in the future as the Company continues to invest in new technologies.

Sales and marketing expenses.
Sales and marketing expenses increased from $4.3 million, or 51% of revenue, for the six months ended June 30, 1999 to $9.5 million, or 112% of revenue, for the six months ended June 30, 2000. Sales and marketing expenses for the six months ended June 30, 2000 reflects increased selling expenditures for the hire of new support staff for the carrier organization to support the expansion into the Broadband/Security market. Additionally, the Company has expanded its advertising, promotions and marketing support efforts in both Europe and the Pacific Rim region to develop further markets for the Company's products.

General and administrative expenses.
General and administrative expenses increased from $1.2 million, or 14% of revenue, for the six months ended June 30, 1999 to $2.4 million, or 28% of revenue, for the six months ended June 30, 2000. The increase in general and administrative expenses is due primarily to increases in recruiting and personnel expenses.

Amortization of deferred stock compensation.
Amortization of deferred stock compensation was $0.5 million or 6% of revenue for the six months ended June 30, 1999 and $0.3 million, or 3% of revenue, for the six months ended June 30, 2000. This amortization is associated with recorded deferred compensation of $2.5 million related to stock options granted in the year ended December 31, 1998 and during the three months ended March 31, 1999 at less than their deemed fair market value. The Company amortizes the deferred compensation over the vesting periods of the applicable options.

Cumulative effect of change in accounting policy.
The results of operations for the six months ended June 30, 2000 include a $1.3 million increase in net loss as a result of a cumulative change in accounting policy. See Note 2.

LIQUIDITY AND CAPITAL RESOURCES (June 30, 2000 amounts are restated. See Note 2.)

Our principal sources of liquidity as of June 30, 2000 consisted of $21.6 million in cash equivalents and marketable securities, a $1.0 million fixed asset lease line, a working capital credit facility with a borrowing limit of up to the lower of $5.0 million or 100% of eligible accounts receivable and 50% of inventory and a $3.0 million bridge loan facility. As of June 30, 2000, the Company had outstanding obligations of $0.2 million and $4.6 million under the fixed asset lease line and the working capital credit and bridge loan facilities, respectively. Borrowings under the fixed asset lease line bear interest at 7%, are payable ratably over a 36 month term, are subject to a 15% termination payment and are secured by the fixed assets that are leased under the line. Borrowings under this facility bear interest at 8.4%, are payable ratably over a 36 month term, are subject to a termination payment of 12.5% and are secured by our receivables and inventory. Borrowings under this facility bear interest at 14.6% and are payable ratably over a 36-month term. Certain of these debt agreements contain provisions that limit the payment of cash dividends.

Since inception, we have financed our operations primarily through the sale of stock, capital equipment lease lines and working capital lines of credit.

Net cash used in operating activities was $16.8 million and $7.6 million in the six months ended June 30, 2000 and 1999, respectively. The cash utilized in both periods was attributable primarily to net losses and working capital required to fund the Company's growth in operations, including inventory and accounts receivable.

Net cash provided by investing activities was $10.3 million for the six months ended June 30, 2000, consisting primarily of $12.0 million in maturities of marketable securities net of purchases of new marketable securities. Additionally, the cash provided by investing activities for the six months ended June 30, 2000 included the purchase of $1.7 million in property and equipment. Net cash used in investing activities for the six months ended June 30, 1999 was $0.2 million from the purchase of property and equipment. The Company has planned capital commitments of approximately $2.3 million for the year ending December 31, 2000.

Net cash used in financing activities was $0.1 million for the six months ended June 30, 2000 reflecting $1.2 million in the scheduled pay down of the Company's debt offset by $1.1 million in cash generated from the issuance of common stock associated with the exercise of employee stock options and shares of common stock purchased by employees under the Company's stock purchase plan. Net cash provided by financing activities for the six months ended June 30, 1999 was $44.8 million of which $38.8 million came from issuance of common stock and $6.3 million came from borrowings under the Company's debt agreements.

We currently anticipate that our existing cash balances and available lines will not be sufficient to meet our anticipated needs for working capital and capital expenditures through the next 12 months and we will need to raise additional funds prior to the expiration of such period. See "Risk Factors - We expect to Continue to Experience Negative Cash Flow From Operations and May Be Unable to Meet Our Future Capital Requirements Through the Issuance of Additional Securities".

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

Our interest income is sensitive to changes in the general level of U.S. interest rates, particularly since the majority of our investments are in short-term instruments. Due to the nature of our short-term investments, we have concluded that there is no material interest rate risk exposure and no quantitative tabular disclosures are required.

Risk Factors

We Have a Limited Operating History and Consequently Our Future Prospects are Difficult to Evaluate

We were incorporated in February 1994 and began shipping our products commercially in April 1996. We have only been shipping products in volume since the second quarter of 1997. Because of our limited operating history and the uncertain nature of the rapidly changing markets, which we serve, we believe the prediction of future results of operations is difficult or impossible. Furthermore, our prospects must be evaluated in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in the early stage of their development. We may not be successful in addressing these risks and our business strategy may not be successful.

We Have a History of Losses, We Expect Future Losses and We Cannot Assure You That We Will Achieve or Maintain Profitability

We have incurred losses since we commenced operations in February 1994. We incurred net losses of $6.3 million in 1996, $11.5 million in 1997, $13.4 million in 1998 and $13.2 million in 1999. As of June 30, 2000, we had an accumulated deficit of $61.4 million. We have not achieved profitability and although our revenue has grown in recent quarters, we cannot be certain that we will realize sufficient revenue to achieve profitability. Even if we do achieve profitability, we cannot assure you that we can sustain or increase profitability on a quarterly or annual basis in the future. We may not generate a sufficient level of revenue to offset these expenditures or be able to adjust spending in a timely manner to respond to any unanticipated decline in revenue. If revenue grows slower than we anticipate, if gross margins do not improve or if operating expenditures exceed our expectations or cannot be adjusted accordingly, we may continue to experience significant losses on a quarterly and annual basis.

We Expect to Continue to Experience Negative Cash Flow From Operations and May Be Unable to Meet Our Future Capital Requirements Through the Issuance of Additional Securities

Since inception, we have experienced negative cash flow from operations and we expect to continue to experience negative cash flow from operations for the foreseeable future. Therefore, we have relied primarily on issuances of equity securities to fund our operations to date. We currently anticipate that our existing cash balances and available lines will not be sufficient to meet our anticipated needs for working capital and capital expenditures through the next 12 months and we will need to raise additional funds prior to the expiration of such period. We cannot be certain that additional financing, through the issuance of equity securities or otherwise, will be available to us on favorable terms, or at all. If adequate funds are not available, or are not available on acceptable terms, we may not be able to take advantage of market opportunities, develop new products or otherwise respond to competitive pressures which could adversely affect our ability to achieve and sustain positive cash flow and profitability in the future.

Our Financial Results from Period to Period May Fluctuate as a Result of Several Factors, Any of Which Could Adversely Affect Our Stock Price

We believe that period-to-period comparisons of our operating results are not a good indication of our future performance. In past periods our operating results have been below the expectations of public market analysts and investors and the price of our common stock has fallen. It is possible that this may also occur in future periods. Our revenue and operating results may vary significantly from period to period due to a number of factors, many of which are not in our control. These factors include:

continued market acceptance of our products;
fluctuations in demand for our products and services;
variations in the timing of orders and shipments of our products;
the timing of new product and service introductions by us or our competitors;
the mix of products sold and the mix of distribution channels through which they are sold;
our ability to obtain sufficient supplies of sole or limited source components for our products;
unfavorable changes in the prices of the components we purchase;
our ability to achieve required cost reductions;
our ability to attain and maintain production volumes and quality levels for our products; and
our ability to integrate new technologies we develop or acquire into our products.

The amount and timing of our operating expenses generally will vary from quarter to quarter depending on the level of actual and anticipated business activities. Research and development expenses will vary as we develop new products. Sales and marketing expense fluctuations in past periods have been due primarily to the level of sales and marketing expenses associated with new product introductions. General and administrative expense fluctuations in past periods have been due primarily to increases in personnel expense as we hire new employees and build the Company infrastructure. In the past, we have experienced fluctuations in operating results. We have experienced sharply increased revenue in periods that involved new product introductions and significant sales to OEMs, with equally sharp decreases in revenue in subsequent periods as distributors and OEMs complete their inventory build-up process. Furthermore, we have a limited backlog of orders, and revenue for any future quarter is difficult to predict. Supply, manufacturing or testing constraints could result in delays in the delivery of our products. Any delay in the product deployment schedule of one or more of our new products would likely adversely affect our operating results for a particular period.

We cannot assure you that we will be able to sustain or improve our gross margins in the future, or that we will be able to offset future price declines with cost reductions. As a result, we may experience substantial period-to-period fluctuations in future operating results and declines in gross margins. A variety of factors affect our gross margins, including the following:

the type of distribution channel through which we sell our products;
the volume of products manufactured;
our product sales mix;
the average selling prices of our products; and
the effectiveness of our cost reduction efforts.

We also anticipate that orders for our products may vary significantly from period to period. As a result, operating expenditures and inventory levels in any given period could be disproportionately high. In some circumstances, customers may delay purchasing our current products in favor of next-generation products, which could affect our operating results in any given period.

We May Experience Significant Variability in Our Quarterly Revenue Due to Our Reliance on Indirect Sales Channels and the Variability of Our Sales Cycles

The timing of our revenue is difficult to predict because of our reliance on indirect sales channels and the length and variability of our sales cycle. The length of our sales cycle may vary substantially from customer to customer depending upon the size of the order and the distribution channel through which our products are sold. Sales from our distributors to our VARs typically take one month to complete. Sales to our larger end-user accounts, who buy larger quantities of our products for distribution to their multiple offices, typically take two to three months to complete and it typically takes nine months or more to establish volume sales contracts with our OEMs. Furthermore, the purchase of our products by end-users often represents a significant and strategic decision regarding their communications infrastructures and typically involves significant internal procedures associated with the evaluation, testing, implementation and acceptance of new technologies. This evaluation process frequently results in a lengthy sales process which is often subject to significant delays as a result of our customers' budgetary constraints and internal acceptance reviews. If orders forecasted for a specific customer in a particular quarter do not occur in that quarter, our operating results for that quarter could be adversely affected.

If a Distributor or OEM Cancels or Delays a Large Purchase, Our Revenue May Decline and the Price of Our Stock May Fall

To date, a limited number of distributors and OEM customers have accounted for a significant portion of our revenue. If any of our major distributors or OEMs stops or delays its purchase of our products, our revenue and profitability would be adversely affected. We anticipate that sales of our products to relatively few customers will continue to account for a significant portion of our revenue. In the six month period ended June 30,2000, customers totaling 10% or more of revenue accounted for 85% of our revenue. We cannot assure you that our current customers will continue to place orders with us, that orders by existing customers will continue at the levels of previous periods or that we will be able to obtain orders from new customers.

Because our expense levels are based on our expectations as to future revenue and to a large extent are fixed in the short term, a substantial reduction or delay in sales of our products, unexpected returns from resellers or the loss of any significant distributor, reseller or OEM could adversely affect our operating results and financial condition. Although our financial performance depends on large orders from a few key distributors, resellers and OEMs, we do not have binding commitments from any of them. For example:

our distributors, resellers and OEMs can stop purchasing or marketing our products at any time;
our reseller agreements generally are not exclusive and are for one year terms, with no obligation of the resellers to renew their agreements with us;
our reseller agreements provide for discounts based on expected or actual volumes of products purchased or resold in a given period;
our reseller and OEM agreements generally do not require minimum purchases; 'and
our customers may, under certain circumstances, return products to us.

If We Fail to Enhance Our Existing Products or Develop and Introduce New Products and Features in a Timely Manner to Meet Changing Customer Requirements and Emerging Industry Standards, Our Ability to Grow Our Business Will Suffer

The market for shared Internet access solutions is characterized by rapidly changing technologies and short product life cycles. Our future success will depend in large part upon our ability to:

identify and respond to emerging technological trends in the market;
develop and maintain competitive products;
enhance our products by adding innovative features that differentiate our products from those of our competitors;
bring products to market on a timely basis at competitive prices;
respond effectively to new technological changes or new product announcements by others; and
respond to emerging broadband access technologies such as DSL and cable modems.

We will not be competitive unless we continually introduce new products and product enhancements that meet these emerging standards. In the future, we may not be able to effectively address the compatibility and interoperability issues that arise as a result of technological changes and evolving industry standards.

The technical innovations required for us to remain competitive are inherently complex, require long development cycles and are dependent in some cases on sole source suppliers. We will be required to continue to invest in research and development in order to attempt to maintain and enhance our existing technologies and products, but we may not have the funds available to do so. Even if we have sufficient funds, these investments may not serve the needs of customers or be compatible with changing technological requirements or standards. Most development expenses must be incurred before the technical feasibility or commercial viability of new or enhanced products can be ascertained. Revenue from future products or product enhancements may not be sufficient to recover the associated development costs.

If We Fail To Develop and Expand Our Indirect Distribution Channels, Our Business Could Suffer

Our product distribution strategy focuses primarily on continuing to develop and expand our indirect distribution channels through distributors, resellers and OEMs, as well as expanding our field sales organization. If we fail to develop and cultivate relationships with significant resellers, or if these resellers are not successful in their sales efforts, our product sales may decrease and our operating results may suffer. Many of our resellers also sell products that compete with our products. In addition, our operating results will likely fluctuate significantly depending on the timing and amount of orders from our resellers. We cannot assure you that our resellers will market our products effectively or continue to devote the resources necessary to provide us with effective sales, marketing and technical support.

In order to support and develop leads for our indirect distribution channels, we plan to significantly expand our field sales and support staff. We cannot assure you that this internal expansion will be successfully completed, that the cost of this expansion will not exceed the revenue generated or that our expanded sales and support staff will be able to compete successfully against the significantly more extensive and well-funded sales and marketing operations of many of our current or potential competitors. Our inability to effectively establish our distribution channels or manage the expansion of our sales and support staff would adversely affect our ability to grow and increase revenue.

Average Selling Prices of Our Products May Decrease, Which May Affect Our Gross Margins

The average selling prices for our products may be lower than expected as a result of competitive pricing pressures, promotional programs and customers who negotiate price reductions in exchange for longer term purchase commitments. The pricing of products sold to our OEMs depends on the specific features and functions of the product, the degree of integration with the OEM's products, purchase volumes and the level of sales and service support. Generally, the market has reflected pricing pressures for both ISDN and analog based products and we expect such price pressures from competition to continue in the future. Additionally, we have seen aggressive pricing in the market for DSL-based products and with the higher cost per unit to manufacture than the ISDN and analog products, we may experience gross margin percentage reductions as we continue to move our portfolio of products to a higher mix of DSL-based products. As such, we cannot assure you that we will be successful in developing and introducing on a timely basis new products with enhanced features that can be sold at higher gross margins.

If We Are Unable to Lower the Cost of Our Products, Purchasers May Buy From Our Competitors and Our Financial Results Would Suffer

Certain of our competitors currently offer Internet access products at prices lower than ours. Market acceptance of our products will depend in part on reductions in the unit cost of our products. Our cost reduction efforts may not allow us to keep pace with competitive pricing pressures or lead to improved gross margins. Many of our competitors are larger and manufacture products in significantly greater quantities than we intend to for the foreseeable future. Consequently, these competitors have more leverage in obtaining favorable pricing from suppliers and manufacturers. In order to remain competitive, we must reduce the cost of manufacturing our products through design and engineering changes. We may not be successful in redesigning our products. Even if we are successful, our redesign may be delayed or may contain significant errors and product defects. In addition, any redesign may not result in sufficient cost reductions to allow us to significantly reduce the list price of our products or improve our gross margins. Reductions in our manufacturing costs will require us to use more highly integrated components in future products and may require us to enter into high volume or long-term purchase or manufacturing agreements. Volume purchase or manufacturing agreements may not be available on acceptable terms. We could incur expenses without related revenue if we enter into a high volume or long-term purchase or manufacturing agreement and then decide that we cannot use the products or services offered by such agreement.

Our Market Is In An Early Stage of Development and Our Products May Not Achieve Widespread Market Acceptance

Our success will depend upon the widespread commercial acceptance of shared Internet access products by small offices. Small offices have only recently begun to deploy shared Internet access products, and the market for these products is not fully developed. If the single Internet access devices, such as analog modems or ISDN, DSL and cable modems, currently utilized by many small offices are deemed sufficient even though they do not enable shared access, then the market acceptance of our products may be slower than expected. Potential users of our products may have concerns regarding the security, reliability, cost, and ease of use and capability of our products. We cannot accurately predict the future growth rate or the ultimate size of the small office market for shared Internet access solutions.

We Depend on Contract Manufacturers for Substantially All of Our Manufacturing Requirements and We May Be Unable to Successfully Expand Our Manufacturing Operations as We Grow

We have developed a highly out-source contract manufacturing capability for the production of our products. Therefore, we rely on third party contract manufacturers to procure components, assemble, test and package our products. Our primary turn-key manufacturing partners are Micron Custom Manufacturing Services, Inc., Discopy Labs Corporation and SMT Unlimited, Inc. Any interruption in the operations of one or more of these contract manufacturers or delays in their shipment of products would adversely affect our ability to meet scheduled product deliveries to our customers.

We intend to regularly introduce new products and product enhancements that will require that we rapidly achieve volume production by coordinating our efforts with those of our suppliers and contract manufacturers. The inability of our contract manufacturers to provide us with adequate supplies of high quality products or the loss of any of our contract manufacturers would cause a delay in our ability to fulfill orders while we obtain a replacement manufacturer. In addition, our inability to accurately forecast the actual demand for our products could result in supply, manufacturing or testing capacity constraints. These constraints could result in delays in the delivery of our products or the loss of existing or potential customers.

Although we perform random spot testing on manufactured products, we rely on our contract manufacturers for assembly and primary testing of our products. Any product shortages or quality assurance problems could increase the costs of manufacturing, assembling or testing our products.

We Purchase Several Key Components of Our Products from Sole or Limited Sources and Could Lose Sales If These Sources Fail to Satisfy Our Supply Requirements

We currently purchase several key components used in the manufacture of our products from sole or limited sources and are dependent upon supply from these sources to meet our needs. We are likely to encounter shortages and delays in obtaining components in the future which could adversely affect our ability to meet customer orders. Our principal sole sourced components include microprocessors, line interface integrated circuits, modem integrated circuits, DRAMs, transformers, selected other integrated circuits, and plastic tooled enclosures.

We use a rolling six-month forecast based on anticipated product orders to determine our material requirements. Lead times for materials and components we order vary significantly, and depend on factors such as specific supplier, contract terms and demand for a component at a given time. Our components that have long lead times include power converters, ISDN integrated circuits, DSL integrated circuits, flash memories, DRAMs and SRAMs. If orders do not match forecasts, we may have excess or inadequate inventory of certain materials and components, which could harm our business.

Although we enter, either directly or through our contract manufacturers, into purchase orders with our suppliers for components based on our forecasts, we do not have any guaranteed supply arrangements with these suppliers. Any extended interruption in the supply of any of the key components currently obtained from a sole or limited source could affect our ability to meet scheduled product deliveries to customers. We cannot assure you that, as our demand for these components increases, we will be able to obtain these components in a timely manner in the future. In addition, financial or other difficulties facing our suppliers or significant worldwide demand for the components they provide could adversely affect the availability of these components. If we are unable to obtain, either directly or through our contract manufacturers, a sufficient supply of components from our current sources, we could experience difficulties in obtaining alternative sources or in altering product designs to use alternative components. Resulting delays or reductions in product shipments could damage customer relationships. Further, we may also be subject to increases in component costs.

The Market in Which We Sell Our Products is Intensely Competitive and Our Business Would Be Adversely Affected If We Lose Market Share or Otherwise Fail to Successfully Compete in This Market

We compete in a new, rapidly evolving and highly competitive market. We expect competition to persist and intensify in the future. Our current and potential competitors offer a variety of competitive products, including shared Internet access devices such as the products offered by 3Com, thin servers, and high-end networking equipment such as routers and switches offered by companies such as Lucent, Cisco, Intel, Efficient and Netopia.

Many of our competitors are substantially larger than we are and have significantly greater financial, sales and marketing, technical, manufacturing and other resources and more established distribution channels. These competitors may be able to respond more rapidly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products than we can. Furthermore, some of our competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties to increase their ability to rapidly gain market share by addressing the needs of our prospective customers. These competitors may enter our existing or future markets with solutions that may be less expensive, provide higher performance or additional features or be introduced earlier than our solutions. Given the market opportunity in the shared Internet access market, we also expect that other companies may enter our market with better products and technologies. If any technology that is competing with ours is more reliable, faster, and less expensive or has other advantages over our technology, then the demand for our products and services would decrease, which would seriously harm our business.

We expect our competitors to continue to improve the performance of their current products and introduce new products or new technologies as industry standards and customer requirements evolve that may supplant or provide lower cost alternatives to our products. Successful new product introductions or enhancements by our competitors could reduce the sales or market acceptance of our products and services, perpetuate intense price competition or make our products obsolete. To be competitive, we must continue to invest significant resources in research and development, sales and marketing and customer support. We cannot be sure that we will have sufficient resources to make such investments or that we will be able to make the technological advances necessary to be competitive. As a result, we may not be able to compete effectively against our competitors. Our failure to maintain and enhance our competitive position within the market may seriously harm our business.

Increased competition is likely to result in price reductions, reduced gross margins, longer sales cycles and loss of market share, any of which would seriously harm our business and results of operations. We cannot be certain that we will be able to compete successfully against current or future competitors or that competitive pressures will not seriously harm our business.

We Have Experienced Significant Growth in our Business in Recent Periods and Our Failure to Effectively Manage This Growth Will Adversely Affect Our Business

We have rapidly and significantly expanded our operations in recent periods and anticipate that further significant expansion will be required to address potential growth in our customer base and market opportunities. This expansion has placed, and is expected to continue to place, significant strain on our engineering, managerial, administrative, operational, financial and marketing resources, and increased demands on our systems and controls. To exploit the market for our products, we must develop new and enhanced products while managing anticipated growth in sales by implementing effective planning and operating processes. To manage the anticipated growth of our operations, we will need to:

improve existing and implement new operational, financial and management information controls, reporting systems and procedures;
hire, train and manage additional qualified personnel;
continue to expand and upgrade our core technologies; and
effectively manage multiple relationships with our customers, suppliers, distributors and other third parties.

We cannot assure you that we will be able to effectively manage the expansion of our operations, that our systems, procedures or controls will be adequate to support our operations or that the executive management team will be able to achieve the rapid execution necessary to fully exploit the market opportunity for our products and services. Any failure to effectively manage our growth could harm our business.

We Depend on Our Key Personnel Who May Not Continue to Work For Us

Our future success depends in large part upon the continued services of our key technical, sales and senior management personnel, none of whom is bound by an employment agreement. The loss of any of our senior management or other key research, development, sales and marketing personnel, particularly if lost to competitors, could harm our business. In particular, the services of Mahesh Veerina, President and Chief Executive Officer, would be difficult to replace.

We expect that we will need to hire additional personnel in all areas. The competition for qualified personnel in our industry is intense, particularly in the San Francisco Bay Area where our corporate headquarters are located and in Hyderabad, India where we conduct a significant portion of our research and development operations. At times, we have experienced difficulty in hiring and retaining personnel with appropriate qualifications, particularly in technical areas. If we do not succeed in attracting new personnel, or retaining and motivating existing personnel, our business will be adversely affected.

If We Do Not Provide Adequate Product Support and Training to Our Resellers Our Sales Could Be Adversely Affected

Our ability to achieve our planned sales growth, retain current and future customers and expand our network of resellers will depend in part upon the quality of our customer service and product support operations. We rely primarily on our resellers to provide the product support and training required by our customers particularly during the initial deployment and implementation of our products. We may not have adequate personnel to provide the levels of support and product training our resellers may require during initial product deployment or on an ongoing basis to adequately support our customers. We also provide direct customer service and support to the end-users of our products. Our inability to provide sufficient support to our customers and resellers could delay or prevent the successful deployment of our products and could reduce our overall sales volumes. In addition, our failure to provide adequate support could adversely impact our reputation and our relationships with customers and resellers and could prevent us from gaining new customers or expanding our reseller network.

If Our Products Contain Undetected Defects and Errors We Could Incur Significant Unexpected Expenses, Experience Product Returns and Lost Sales, and Be Subject to Product Liability Claims

Our products are complex and may contain undetected defects, errors or failures, particularly when first introduced or as new enhancements and versions are released. We cannot assure you that, despite our testing procedures, defects and errors will not be found in new products or in new versions or enhancements of existing products after commencement of commercial shipments. Any defects or errors in our products discovered in the future could result in adverse customer reactions, negative publicity regarding us and our products, delays in market acceptance of our products, product returns, lost sales and unexpected expenses.

Sales and support of our products generally involve the risk of product liability claims. Although our customer license agreements typically contain provisions designed to limit our exposure to these claims, it is possible that these limitation of liability provisions may not be effective as a result of federal, state or local laws or ordinances or unfavorable judicial decisions. A successful product liability claim brought against us could harm our business.

If We Are Not Successful in Expanding Our Business in International Markets, Our Growth Will Suffer

As part of our strategy to address the global needs of our customers and partners, we have committed significant resources to opening international offices and expanding our international sales and support channels in advance of revenue. We cannot assure you that our efforts to develop international sales and support channels will be successful. Moreover, international sales are subject to a number of risks, including changes in foreign government regulations and communications standards, export license requirements, tariffs and taxes, other trade barriers, difficulty in collecting accounts receivable, difficulty in managing foreign operations, and political and economic instability. To the extent our customers may be impacted by currency devaluations or general economic crises, the ability of these customers to purchase our products could be adversely affected. Payment cycles for international customers are typically longer than those for customers in the United States. We cannot assure you that foreign markets for our products will not develop more slowly than currently anticipated. In addition, if the relative value of the U.S. dollar in comparison to the currency of our foreign customers should increase, the resulting effective price increase of our products to these foreign customers could result in decreased sales.

We anticipate that our foreign sales will generally be invoiced in U.S. dollars and, accordingly, we do not currently plan to engage in foreign currency hedging transactions. However, as we expand our international operations, we may allow payment in foreign currencies and exposure to losses in foreign currency transactions may increase. We may choose to limit any currency exposure through the purchase of forward foreign exchange contracts or other hedging strategies. We cannot assure you that any currency hedging strategy we may adopt would be successful in avoiding exchange related losses.

If Political, Social or Economic Developments in India Adversely Affect Our Research and Development Operations in India, Our Ability to Introduce New and Enhanced Products Would Be Harmed and Our Sales May Suffer

Our wholly-owned subsidiary, Ramp Networks Private Limited, is incorporated in India and a substantial number of our research and development personnel are located in India. Consequently, our business may be affected by changes in exchange rates and controls, interest rates, government of India policies, including taxation policy, as well as political, social and economic developments affecting India.

In the past, the government of India has adopted policies that have resulted in the nationalization of some industries. We cannot assure you that economic policies adopted by the government of India will not result in the expropriation of our business activities in India or otherwise impair or prohibit our current research and development operations in India. Furthermore, there is increasing competition for experienced engineers in India and we cannot assure you that we will be successful in attracting and retaining sufficient engineering personnel to support our research and development operations in India which we expect to expand in the future.

Our Products Must Comply With Complex Government Regulations Which May Prevent Us From Sustaining Our Revenue or Achieving Profitability

In the United States, our products must comply with various regulations and standards defined by the Federal Communications Commission and Underwriters Laboratories. Internationally, products that we develop may be required to comply with standards established by telecommunications authorities in various countries as well as with recommendations of the International Telecommunications Union. If we fail to obtain timely domestic or foreign regulatory approvals or certificates, we would not be able to sell our products where these regulations apply, which may prevent us from sustaining our revenue or achieving profitability.

If Internet Usage Declines or the Internet Infrastructure Is Not Adequately Maintained and Expanded, Demand for Our Products May Decline

The Internet has recently begun to develop and is rapidly evolving. As a result, the commercial market for products designed to enable high-speed access to the Internet has only recently begun to develop. Our success will depend in large part on increased use of the Internet and other networks based on Internet protocol by corporate telecommuters and small offices. Critical issues concerning the commercial use of the Internet remain unresolved and are likely to affect the development of the market for our products. These issues include security, reliability, cost, ease of access, government regulation and quality of service. The adoption of the Internet for commerce and communications, particularly by enterprises that have historically relied upon alternative means of commerce and communications, generally requires the acceptance of a new method of conducting business and exchanging information. The recent growth in the use of the Internet has caused frequent periods of performance degradation that have prompted efforts to upgrade the Internet infrastructure. Any perceived degradation in the performance of the Internet as a whole could undermine the benefits of our products. Potentially increased performance and other benefits provided by our products and the products of others are ultimately limited by, and are reliant upon, the speed and reliability of the Internet backbone itself. Consequently, the emergence and growth of the market for our products will depend on improvements being made to the entire Internet infrastructure to alleviate overloading and congestion.

If We Are Unable to Adequately Protect Our Intellectual Property Rights Other Companies May Use our Intellectual Property to Develop Competitive Products that May Reduce Demand for Our Products

We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We cannot assure you that any issued or pending patents will protect our intellectual property or that they will not be challenged by third parties. Furthermore, there can be no assurance that others will not independently develop similar or competing technology or design around any patents that may be issued.

We also enter into confidentiality or license agreements with our employees, consultants and corporate partners, and control access to and distribution of our software, documentation and other proprietary information. In addition, we provide our products to end-users primarily under "shrink-wrap" license agreements included in the packaging. These agreements are not negotiated with or signed by the licensee, and thus these agreements may not be enforceable in some jurisdictions. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. We cannot assure you that these precautions will prevent misappropriation or infringement of our intellectual property. Monitoring unauthorized use of our products is difficult, and we cannot assure you that the steps we have taken will prevent misappropriation of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.

Some of our OEM agreements also provide manufacturing rights and access to our intellectual property and source code upon the occurrence of specified conditions of default. If we were to default on these agreements, our OEMs could use our intellectual property and source code to develop and manufacture competing products, which would adversely affect our performance and ability to compete.

We May Be Subject to Intellectual Property Infringement Claims That are Costly to Defend and Could Limit our Ability to Use Certain Technologies in the Future

Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other intellectual property rights. In particular, leading companies in the data communications and networking markets have extensive patent portfolios with respect to modem and networking technology. From time to time, third parties, including these leading companies, have asserted and may assert exclusive patent, copyright, trademark and other intellectual property rights to technologies and related standards that are important to us. We expect that we may increasingly be subject to infringement claims as the numbers of products and competitors in the small office market for shared Internet access solutions grow and the functionality of products overlaps.

In March 1999, we received a letter from NovaWeb Technologies, Inc. (NovaWeb) alleging that certain of our products may infringe one of NovaWeb's patents pertaining to intelligent modem bonding technology. On May 21, 1999, NovaWeb filed a complaint in the United States District Court Northern District of California against us alleging infringement of this patent. In February 2000 the Company and Novaweb signed a Settlement and Patent License Agreement whereby the Company will pay NovaWeb a 1% royalty on net sales of certain of the Company's products commencing February 15, 2000. As consideration, the Company pre-paid to NovaWeb $350,000 in future royalties. The maximum royalty payable under this non-exclusive worldwide license agreement is $1,500,000. In relation to this agreement, NovaWeb has filed a dismissal for all claims.

We may in the future initiate claims or litigation against third parties for infringement of our proprietary rights to determine the scope and validity of our proprietary rights. Any such claims, with or without merit, could be time-consuming, result in costly litigation and diversion of technical and management personnel, or require us to develop non-infringing technology or enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on acceptable terms, if at all. In the event of a successful claim of infringement and our failure or inability to develop non-infringing technology or license the proprietary rights on a timely basis, our business would be harmed.

Any Acquisitions We Make Could Adversely Affect Our Business

As part of our business strategy, we expect to review acquisition prospects that would complement our existing business or enhance our technological capabilities. Future acquisitions by us could result in large and immediate write-offs, the incurrence of debt and contingent liabilities or amortization expenses related to goodwill and other intangible assets, any of which could materially and adversely affect our results of operations. Furthermore, acquisitions entail numerous risks and uncertainties, including:

difficulties in the assimilation of operations, personnel, technologies, products and the information systems of the acquired companies;
diversion of management's attention from other business concerns;
risks of entering geographic and business markets in which we have no or limited prior experience; and
potential loss of key employees of acquired organizations.

Although we do not currently have any agreement with respect to any material acquisitions, we may make acquisitions of complementary businesses, products or technologies in the future. We cannot be certain that we would be able to successfully integrate any businesses, products, technologies or personnel that might be acquired in the future, and our failure to do so could adversely affect our business.

Future Issuances of Additional Securities May Adversely Affect Our Stockholders

In the future, we will be required to raise additional funds through the issuance of equity, equity-related or debt securities to take advantage of market opportunities, develop new products, pursue acquisition opportunities or otherwise respond to competitive pressures. The issuance of additional securities may be dilutive to our existing stockholders. Furthermore, securities we may issue in the future could have rights, preferences or privileges senior to those of our existing stockholders.

Stock Market Volatility

The stock market in general, and the technology sector in particular, has experienced volatility that often has been unrelated to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance. As a result, Ramp's stock price may be extremely volatile.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See "Risk factors-- We May Be Subject to Intellectual Property Infringement Claims That are Costly to Defend and Could Limit our Ability to Use Certain Technologies in the Future".

On October 13^th, 1999, the Company and certain former employees of the Company appeared in the United States District Court Northern District of California in San Jose and agreed to a settlement of claims made by the former employees in exchange for cash and shares of common stock of the Company. The dispute between the parties was associated with the prior acquisition by the Company of certain technologies and assets in June 1998. The estimated cost associated with this settlement was included in the Legal and severance cost charge included in the Statement of Operations for the year ended December 31, 1999. The parties to the dispute signed a settlement agreement on January 10, 2000 and the dispute was formally dismissed on February 7, 2000.

In March 1999, the Company received a letter from NovaWeb Technologies , Inc. (NovaWeb) alleging that certain of the Company's products may have infringed on NovaWeb's patents pertaining to intelligent modem bonding technology. On May 21, 1999, NovaWeb filed a complaint in the United States District Court Northern District of California against the Company alleging infringement of this patent. In February 2000, the Company and NovaWeb signed a Settlement and Patent License Agreement whereby the Company will pay NovaWeb a 1% royalty on net sales of certain of the Company's products commencing February 15, 2000. As consideration, the Company paid NovaWeb $350,000 as a prepayment for future royalties. The maximum cumulative royalty payable under this non-exclusive worldwide license agreement is $1,500,000. In relation to this agreement NovaWeb has filed a dismissal for all claims.

Additionally, from time to time the Company is involved in certain other legal proceedings in the ordinary course of business. None of such proceedings are expected to have a material adverse impact on the Company's business, results of operations or financial condition.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

On May 26, 2000, the Company held its Annual Meeting of Stockholders. At the meeting, the stockholders elected as directors Mr. Philip Gianos (with 15,035,778 affirmative votes and 28,501 votes withheld) and Mr. L. William Krause (with 15,035,478 affirmative votes and 28,801 votes withheld). The terms of office of Mr. Mahesh Veerina and Mr. Anthony Sun as directors continued after the meeting.

The stockholders also ratified the appointment of Arthur Andersen LLP as the independent accountants for the Company for the year ending December 31, 2000 (with 15,037,398 shares voting for, 16,889 voting against, and 9,992 abstaining).

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are filed as part of this report:

27.01 Financial Data schedule (For Edgar filing only)

There were no other reports on Form 8-K filed during the three months ended June 30, 2000

SIGNATURES

Pursuant 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.

Date: November 14, 2000


	Ramp Networks, Inc.


	(Registrant)


	By:	/s/ PERRY GRACE



	Perry Grace
	Vice President Finance
	(Duly Authorized Officer and Principal Financial and Accounting Officer)

RAMP NETWORKS INC 10-Q/A