SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]Confidential, for Use of the
[_]Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))

[X]Definitive Proxy Statement

[_]Definitive Additional Materials

[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

Ramp Networks, Inc.
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)

-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]No fee required.

[_]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[_]$500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_]Fee paid previously with preliminary materials.

[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

Notes:

RAMP NETWORKS, INC.

----------------

Notice of Annual Meeting of Stockholders
To Be Held May 26, 2000

----------------

The Annual Meeting of Stockholders (the "Annual Meeting") of Ramp Networks,
Inc., a Delaware corporation (the "Company"), will be held at the Santa Clara
Marriott, located at 2700 Mission College Blvd., Santa Clara, CA 95054 on
Friday, May 26, 2000 at 9:00 a.m., local time, for the following purposes:

1. To elect two directors to serve until the 2002 Annual Meeting;

2. To ratify the appointment of Arthur Andersen LLP as the independent
public accountants of the Company for the fiscal year ending December
31, 2000;

3. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.

The foregoing items of business, including the nominees for directors, are
more fully described in the Proxy Statement which is attached and made a part
of this Notice.

The Board of Directors has fixed the close of business on April 7, 2000 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment or postponement thereof.

All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you expect to attend the Annual Meeting in
person, you are urged to mark, date, sign and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope provided to ensure your
representation and the presence of a quorum at the Annual Meeting. If you send
in your proxy card and then decide to attend the Annual Meeting to vote your
shares in person, you may still do so. Your proxy is revocable in accordance
with the procedures set forth in the Proxy Statement.

By Order of the Board of Directors,

/s/ Terry Gibson
Terry Gibson
Secretary

April 27, 2000
Santa Clara, California

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-
PREPAID ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE
ADDED EXPENSE OF RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE
MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

THANK YOU FOR ACTING PROMPTLY.

RAMP NETWORKS, INC.
3100 De La Cruz Boulevard
Santa Clara, CA 95054

----------------

PROXY STATEMENT

----------------

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Ramp Networks, Inc., a Delaware corporation
(the "Company"), of proxies in the enclosed form for use in voting at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at Santa Clara
Marriott, located at 2700 Mission College Blvd., Santa Clara, CA 95054 on
Friday, May 26, 2000 at 9:00 a.m., local time, and any adjournment or
postponement thereof.

This Proxy Statement, the enclosed proxy card and the Company's Annual
Report to Stockholders for the fiscal year ended December 31, 1999, including
financial statements, were first mailed to stockholders entitled to vote at the
meeting on or about April 27, 2000.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company (Attention:
Terry Gibson, Chief Financial Officer ) a written notice of revocation or a
duly executed proxy bearing a later date, or by attending the Annual Meeting
and voting in person.

Record Date; Voting Securities

The close of business on April 7, 2000 has been fixed as the record date
(the "Record Date") for determining the holders of shares of Common Stock of
the Company entitled to notice of and to vote at the Annual Meeting. At the
close of business on the Record Date, the Company had approximately 21,269,331
shares of Common Stock outstanding and held of record by approximately 192
stockholders.

Voting and Solicitation

Each outstanding share of Common Stock on the Record Date is entitled to one
vote on all matters. Shares of Common Stock may not be voted cumulatively.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Elections (the "Inspector") with the assistance of the
Company's transfer agent. The Inspector will also determine whether or not a
quorum is present. The nominees for election as directors at the Annual Meeting
will be elected by a plurality of the votes of the shares of Common Stock
present in person or represented by proxy at the meeting. All other matters
submitted to the stockholders will require the affirmative vote of a majority
of shares present in person or represented by proxy at a duly held meeting at
which a quorum is present, as required under Delaware law for approval of
proposals presented to stockholders. In general, Delaware law also provides
that a quorum consists of a majority of the shares entitled to vote and present
in person or represented by proxy. The Inspector will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum and as negative votes for purposes of determining the
approval of any matter submitted to the stockholders for a vote.

Any proxy which is returned using the form of proxy enclosed and which is
not marked as to a particular item will be voted FOR the election of directors,
FOR ratification of the appointment of the designated

independent auditors, and as the proxy holders deem advisable on other matters
that may come before the meeting, as the case may be with respect to the item
not marked. If a broker indicates on the enclosed proxy or its substitute that
it does not have discretionary authority as to certain shares to vote on a
particular matter ("broker non-votes"), those shares will not be considered as
present with respect to that matter. The Company believes that the tabulation
procedures to be followed by the Inspector are consistent with the general
requirements of Delaware law concerning voting of shares and determination of a
quorum.

The solicitation of proxies will be conducted by mail and the Company will
bear all attendant costs. These costs will include the expense of preparing and
mailing proxy solicitation materials for the Annual Meeting and reimbursements
paid to brokerage firms and others for their expenses incurred in forwarding
solicitation materials regarding the Annual Meeting to beneficial owners of the
Company's Common Stock. The Company may conduct further solicitation
personally, telephonically or by facsimile through its officers, directors and
employees, none of whom will receive additional compensation for assisting with
the solicitation.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Nominees for Class I Director

The Company's Board of Directors currently consists of four members,
including two Class I directors and two Class II directors. Each Class I and
Class II director is elected for two year terms, with Class I directors elected
in even-numbered years (e.g. 2000) and the Class II directors elected in odd-
numbered years (e.g. 2001). At the Annual Meeting, the stockholders will elect
two Class I directors to serve until the 2002 Annual Meeting of Stockholders or
until their respective successors are elected and qualified. In the event any
nominee is unable or unwilling to serve as a director at the time of the Annual
Meeting, the proxies may be voted for the balance of those nominees named and
for any substitute nominee designated by the present Board or the proxy holders
to fill such vacancy, or for the balance of the nominees named without
nomination of a substitute, or the size of the Board may be reduced in
accordance with the Bylaws of the Company. The Board has no reason to believe
that any of the persons named below will be unable or unwilling to serve as a
nominee or as a director if elected.

Assuming a quorum is present, the two nominees receiving the highest number
of affirmative votes of shares entitled to be voted for them will be elected as
directors of the Company for the ensuing year. Unless marked otherwise, proxies
received will be voted FOR the election of each of the two nominees named
below. In the event that additional persons are nominated for election as
directors, the proxy holders intend to vote all proxies received by them in
such a manner as will ensure the election of as many of the nominees listed
below as possible, and, in such event, the specific nominees to be voted for
will be determined by the proxy holders.

The names of the nominees, their ages as of February 29, 2000 and certain
other information about them are set forth below:

Director
Name of Nominee Age Principal Occupation Since
--------------- --- ----------------------------------- --------

Philip Gianos............... 50 General Partner, InterWest Partners 1996
L. William Krause........... 57 President, LWK Ventures 1999

There are no family relationships among any of the directors or executive
officers of the Company.

Philip T. Gianos has served as a director of Ramp Networks since March 1996.
Mr. Gianos has been a General Partner at InterWest Partners, a venture capital
firm, since 1982. Prior to joining InterWest, Mr. Gianos was with IBM
Corporation for eight years, managing both chip design and systems integration
for several IBM office automation products. Mr. Gianos serves as a director of
Xilinx, Inc. and as a director of the Western Association of Venture
Capitalists. Mr. Gianos holds a B.S. and an M.S. in Electrical Engineering from
Stanford University and an M.B.A. from Harvard University Graduate School of
Business.

L. William Krause has served as a Director of Ramp Networks since March
1999. Since November 1998, Mr. Krause has been President of LWK Ventures, a
private investment company. From October 1991 to November 1998, Mr. Krause
served as President, Chief Executive Officer and as a director of Storm
Technology, Inc., a provider of computer peripherals and software for digital
imaging. Prior to that, Mr. Krause spent ten years at 3Com Corporation, a
manufacturer of networking systems, where he served as President and Chief
Executive Officer until he retired in September 1990. Mr. Krause continued as
Chairman of the Board for 3Com Corporation until 1993. Previously, Mr. Krause
served in various marketing and general management positions at Hewlett-Packard
Company. Mr. Krause currently serves as a director of Pinnacle Systems, Inc.,
Sybase, Inc. and several private companies. Mr. Krause holds a B.S. in
Electrical Engineering from The Citadel.

Class II Directors

The names of the Company's Class II directors, and certain information about
them as of February 29, 2000, are set forth below:

Director
Name of Director Age Principal Occupation Since
---------------- --- -------------------- --------

Mahesh Veerina.......... 38 President and Chief Executive Officer, Ramp Networks, Inc. 1993
Anthony Sun............. 47 General Partner, Venrock Associates 1995

Mahesh Veerina has served as our President, Chief Executive Officer and
director since October 1993. Prior to founding the Company, Mr. Veerina managed
the development of high performance ATM multi-protocol routers at SynOptics
Communications, a manufacturer of networking routers and switches (now Bay
Networks, Inc.). Prior to SynOptics, Mr. Veerina led software protocols
development projects at Amdahl Corporation, a provider of computer systems,
storage subsystems and related hardware services. Mr. Veerina holds a B.S. in
Physics from Nagarjuna University, an M.S. in Physics and Electronics from
Andhra University, and an M.S. in Electrical Engineering and Computer Science
from Purdue University.

Anthony Sun has served as our Chairman of the board of directors since
September 1995. Mr. Sun has been a General Partner of Venrock Associates, a
venture capital firm, since 1979. Prior to joining Venrock, Mr. Sun held a
number of positions with Hewlett-Packard Company, TRW Inc. and Caere
Corporation. Mr. Sun also serves on the boards of Cognex Corporation, Komag,
Inc., Phoenix Technologies Ltd. and 3Dfx Interactive, Inc. Mr. Sun holds an
S.B. in Electrical Engineering, an S.M. in Electrical Engineering, and an
Engineer's degree from the Massachusetts Institute of Technology, as well as an
M.B.A. from the Harvard University Graduate School of Business.

Meetings and Committees of the Board of Directors

During the fiscal year ended December 31, 1999 (the "last fiscal year"), the
Board met 11 times and, no director attended fewer than 75% of the aggregate
number of meetings of the Board and meetings of the committees of the Board on
which he or she serves. The Board has an Audit Committee and a Compensation
Committee. The Board does not have a nominating committee or a committee
performing the functions of a nominating committee. A nomination for a director
made by a stockholder must be submitted to Terry Gibson, Chief Financial
Officer, at the address of the Company's executive offices set forth above on
or before January 15, 2000.

Nominations that are intended to be included in the Company's proxy
statement for the 2001 Annual Meeting must be submitted no later than December
28, 2000. See "Deadline for Receipt of Stockholder Proposals for 2001 Annual
Meeting."

The Audit Committee consists of directors Gianos and Krause, two of the
Company's non-employee directors, and held four meetings during the last fiscal
year. The Audit Committee recommends the engagement of the firm of certified
public accountants to audit the financial statements of the Company and
monitors the

effectiveness of the audit effort, the Company's financial and accounting
organization and its system of internal accounting controls.

The Compensation Committee consists of directors Gianos and Sun, and held
four meetings during the last fiscal year. Its functions are to establish and
administer the Company's policies regarding annual executive salaries and cash
incentives and long-term equity incentives. The Compensation Committee
administers the Company's 1999 Stock Incentive Plan, 1995 Stock Option Plan and
1999 Employee Stock Purchase Plan.

Compensation of Directors

Directors currently receive no cash fees for services provided in that
capacity but are reimbursed for out-of-pocket expenses incurred in connection
with attendance at meetings of the Board. During 1999, Messrs. Gianos and Sun
were non-employee directors who each received an option to purchase 48,000
shares at an exercise price of $7.50 per share under the 1999 Stock Incentive
Plan. During 1999, Mr. Krause was a non-employee director who received an
option to purchase 60,000 shares at an exercise price of $7.50 per share under
the 1999 Stock Incentive Plan.

Recommendation of the Board:

THE BOARD RECOMMENDS A VOTE FOR
THE ELECTION OF ALL NOMINEES NAMED ABOVE.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP has served as the Company's independent public
accountants since 1994 and has been appointed by the Board to continue as the
Company's independent auditors for the fiscal year ending December 31, 2000. In
the event that ratification of this selection of accountants is not approved by
a majority of the shares of Common Stock voting at the Annual Meeting in person
or by proxy, the Board will reconsider its selection of accountants.

A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting. This representative will have an opportunity to make a
statement and will be available to respond to appropriate questions.

Recommendation of the Board:

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.

MANAGEMENT

Our executive officers and other key employees and their ages as of April 1,
2000 are as follows:

Name Age Position
---- --- --------

Mahesh Veerina.......... 38 President, Chief Executive Officer and Director
Terry Gibson............ 46 Vice President of Finance, Chief Financial Officer and Secretary
Jerry Jalaba............ 44 Senior Vice President of Worldwide Sales and Support
Bob Kondamoori.......... 39 Vice President of Business Development
Patricia R. Burke....... 46 Vice President of Marketing
Elie Habib.............. 40 Vice President of Engineering

Terry Gibson has served as our Vice President of Finance, Chief Financial
Officer and Secretary since March 1999. From May 1996 to March 1999 he served
as Vice President of Finance and Chief Financial Officer at GaSonics
International Corporation, a semiconductor equipment manufacturer. From
February 1991 to May 1996, Mr. Gibson was Vice President and Corporate
Controller at Lam Research Corporation, a manufacturer of semiconductor
processing equipment. Mr. Gibson previously held positions with National
Semiconductor Corporation, a designer and manufacturer of integrated circuits
applications, and Deloitte, Haskins and Sells, an accounting firm. He holds a
B.S. in Science and Commerce from the University of Santa Clara.

Jerry Jalaba has served as our Senior Vice President of Worldwide Sales and
Support since January 2000. From June 1998 to December 1999 Mr. Jalaba was Vice
President of Worldwide Sales and Service for Vertical Networks, a developer of
Integrated Communications Platforms. From May 1993 to May 1998 Mr. Jalaba also
held various sales and support positions at 3Com Corporation a manufacturer of
web-enabled solutions to consumers, small- to medium-sized business locations
and network service providers, including most recently as 3Com's Vice President
of Enterprise Sales in North America. Mr. Jalaba also spent more than 14 years
with IBM Corporation, a manufacturer of computer equipment, in several sales
and marketing positions. He holds a B.S. from Massachusetts Institute of
Technology as well as an M.B.A. from the University of Southern California.

Bob Kondamoori has served as our Vice President of Business Development
since February 2000. From June 1998 until December 1999, he served as an
independent technical and business advisor to prominent silicon valley venture
capital firms and New York hedge funds in next generation internet telecom
services and infrastructure. From August 1992 until April 1998, Mr. Kondamoori
served as Chief Executive Officer of Nuko Information Systems, Inc., a digital
video trunking company specializing in transmission of digital video over IP
and ATM carrier networks, which filed for chapter 11 bankruptcy in April 1998.
From 1990 to 1992, Mr. Kondamoori served in several senior level marketing
positions at NEC America, Inc. in data and video systems developing
internetworking and transmission products. Mr. Kondamoori currently serves on
the board of Xalted Networks, a next generation digital loop carrier equipment
company. Mr. Kondamoori holds a B.S. in Engineering from Clemson University.

Patricia Burke has served as our Vice President of Marketing since October
1996. From May 1993 to October 1996, Ms. Burke was Vice President of Marketing
at Madge Networks NV, a manufacturer of network

switching systems. From 1991 to 1993, Ms. Burke was Vice President of Marketing
at Symantec Corporation, a software developer. From 1983 to 1991, Ms. Burke was
Partner-In-Charge of the Networking Industry Practice group at Regis McKenna,
Inc., a marketing consulting company. Prior to Regis McKenna, Ms. Burke was the
Director of Public Relations with the Texas Rangers Baseball Club, a
professional baseball team. Ms. Burke holds a B.A. in English and German from
the University of Texas at Austin.

Elie Habib has served as our Vice President of Engineering since March 1999.
From January 1996 to January 1999, Mr. Habib was Vice President of Engineering
with Bay Networks, Inc. From April 1989 to December 1995, Mr. Habib was Senior
Engineering Manager at Sun Microsystems, Inc., a manufacturer of computer
desktop and servers equipment. Prior to his position with Sun, Mr. Habib was a
Software Engineer with Amdahl Corporation. Mr. Habib holds a B.S. in Computer
Science and Mathematics from Universite de Rouen in Rouen, France, an M.S. in
Computer Science from Universite Paul Sabatier in Toulouse, France, and an M.S.
in Computer Science from Case Western Reserve University.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information that has been provided to the
Company with respect to beneficial ownership of shares of the Company's Common
Stock as of February 29, 2000 for (i) each person who is known by the Company
to own beneficially more than five percent of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) each of the executive officers
named in the Summary Compensation Table of this proxy statement (the "Named
Executive Officers"), and (iv) all directors and executive officers of the
Company as a group.

Amount and
Nature of Percent of
Beneficial Common
Name and Address(1) Ownership(2) Stock(3)
------------------- ------------ ----------

Anthony Sun(4)(6).................................. 4,035,483 18.95%
2494 Sand Hill Road
Menlo Park, CA 94025
Mahesh Veerina(6)(11).............................. 1,233,895 5.79%
Philip T. Gianos(5)(6)............................. 1,226,007 5.76%
3000 Sand Hill Road, Building 3
Menlo Park, CA 94025
L. William Krause(6)............................... 60,000 *
Timothy J. McElwee(6)(7)........................... 175,336 *
Patricia R. Burke(6)............................... 162,816 *
Elie Habib(6)...................................... 49,046 *
Terry Gibson(6).................................... 45,922 *
Venrock Associates(8)(10).......................... 3,987,483 18.77%
2494 Sand Hill Road
Menlo Park, CA 94025
London Pacific Life & Annuity Company(10).......... 1,517,020 7.14%
3109 Poplarwood Court
Raleigh, NC 27604
InterWest Partners(9)(10).......................... 1,185,415 5.58%
3000 Sand Hill Road, Building 3
Menlo Park, CA 94025
All directors and executive officers as a group(10
persons)(4)(5).................................... 6,988,505 32.06%

- --------
* Less than 1%.

(1) The persons named in this table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them,
subject to community property laws where applicable and except as
indicated in the other footnotes to this table. Except as otherwise noted,
the address of each person listed in the table is c/o Ramp Networks, Inc.
3100 De La Cruz Boulevard, Santa Clara, CA 95054.

(2) In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of Common Stock subject to
options or warrants held by that person that are currently exercisable or
exercisable within 60 days after February 29, 2000 are deemed outstanding.
Such shares, however, are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.

(3) Percentage of shares beneficially owned is based on 21,248,227 shares of
common stock outstanding as of February 29, 2000.

(4) Mr. Sun is a general partner of Venrock Associates, L.P. which holds
2,632,353 shares, and Venrock Associates II, L.P. which holds 1,355,130
shares. Mr. Sun disclaims beneficial ownership of the shares held by these
entities except to the extent of his pecuniary interest therein. See Note
8.

(5) Mr. Gianos is a general partner of InterWest Management Partners V, L.P.,
which is the general partner of InterWest Partners V, L.P. which holds
1,178,007 shares. Mr. Gianos disclaims beneficial ownership in the shares
held by this entity, except to the extent of his pecuniary interest
therein. Shares attributable to Mr. Gianos do not include any shares owned
by InterWest Investors V, L.P. See Note 9.

(6) Includes the following shares issuable upon the exercise of outstanding
options exercisable within 60 days of February 29, 2000: Mr. Sun, 48,000;
Mr. Veerina, 49,000; Mr. Gianos, 48,000; Mr. Krause, 60,000; Ms. Burke,
114,750; Mr. McElwee, 158,551; Mr. Habib, 8,125; and Mr. Gibson, 45,000.

(7) Includes 353 shares held by Mr. McElwee's spouse and 16,125 shares
issuable upon the exercise of outstanding options exercisable within 60
days of February 29, 2000 to Mr. McElwee's spouse. Mr. McElwee's
employment with the Company terminated on March 31, 2000.

(8) Includes 2,632,353 shares held by Venrock Associates, L.P. and 1,355,130
shares held by Venrock Associates II, L.P.

(9) Includes 1,178,007 shares owned by InterWest Partners V, L.P. and 7,407
shares held by Interwest Investors V, L.P.

(10) Beneficial ownership calculation is based solely on the review of Schedule
13G filings made with the Securities and Exchange Commission. Such filings
set forth beneficial ownership as of December 31, 1999.

(11) Includes 2,640 shares held by Mr. Veerina's father and 2,640 shares held
by Mr. Veerina's mother; 1,800 shares held by Mr. Veerina's spouse; 2,640
shares held by each of Mr. Veerina's three children; and 2,665 shares held
by each of the following trusts: The 1999 Shalini Bathina Irrevocable
Trust, The 1999 Sirish Bathina Irrevocable Trust and The Sneha Bathina
Irrevocable Trust, for which Mr. Veerina's spouse is trustee.

COMPENSATION OF EXECUTIVE OFFICERS

The following table shows the compensation earned by (a) the individual who
served as the Company's Chief Executive Officer during the fiscal year ended
December 31, 1999; (b) the four other most highly compensated individuals who
served as an executive officer of the Company during the fiscal year ended
December 31, 1999; and (c) the compensation received by each such individual
for the Company's preceding two fiscal years.

Summary Compensation Table

Long-Term Compensation
-------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Fiscal Salary Bonus Compensation Award(s) Options/SARs Payouts Compensation
Name & Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- ------------------------- ------ -------- ------- ------------ ---------- ------------ ------- ------------

Mahesh Veerina........... 1999 $140,000 $39,000 0 0 96,000 0 0
President & Chief
Executive Officer 1998 140,000 30,000 0 0 0 0 0

Timothy J. McElwee(1).... 1999 147,115 78,00 0 0 119,998 0 0
Vice President of
Worldwide Sales 1998 150,000 56,000 0 0 0 0 0

Patricia R. Burke........ 1999 160,000 18,000 0 0 0 0 0
Vice President of
Marketing 1998 149,500 25,000 0 0 12,000 0 0

Elie Habib............... 1999 126,346 10,000 0 0 164,999 0 0
Vice President of
Engineering 1998 0 0 0 0 0 0 0

Terry Gibson............. 1999 106,731 11,250 0 0 179,999 0 0
Vice President of
Finance, Chief Financial
Officer and Secretary 1998 0 0 0 0 0 0

- --------
(1) As of March 31, 2000, Mr. McElwee is no longer an employee of the Company.
Mr. McElwee entered into an agreement with the Company dated February 1,
2000, which provides that in the event his employment with the Company is
terminated by the Company without cause, he will be entitled to receive his
monthly base salary and benefits for a period of six months following such
termination. Additionally, any unvested stock options or shares of
restricted stock held by Mr. McElwee as of the date of his termination
shall become immediately vested and exercisable as though he maintained his
employment or consulting relationship with the Company for a period of 12
months following the date of such termination.

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides certain information with respect to stock
options granted to the Named Executive Officers in the last fiscal year. In
addition, as required by Securities and Exchange Commission rules, the table
sets forth the hypothetical gains that would exist for the options based on
assumed rates of annual compound stock price appreciation during the option
term.

Individual Grants(1)
----------------------------------------------------
Potential
Realizable
Value at Assumed
Percent Annual Rates of
Number of of Total Options/ Stock
Securities Granted Price Appreciation
Underlying to Employees Exercise For Option Term(2)
Options in Fiscal of Base Expiration -------------------
Name Granted (#) Year(%)(3) Price($/sh) Date 5% ($) 10% ($)
---- ----------- ----------------- ----------- ---------- -------- ----------

Mahesh Veerina.......... 96,000 5.28% $7.50 4/13/09 $452,804 $1,147,495
Timothy J. McElwee...... 119,998 6.60 7.50 3/19/09 565,996 1,434,344
Patricia R. Burke ...... 0 0 0 0 0 0
Elie Habib ............. 164,999 9.08 2.50 2/16/09 259,417 657,415
Terry Gibson............ 179,999 9.90 7.50 3/19/09 849,003 2,151,540

- --------
(1) No stock appreciation rights were granted to the Named Executive Officers
in the last fiscal year. Options become exercisable at a rate of of the
total number of shares of common stock subject to the option on the first
anniversary of the date of grant, and 1/48 of the total number of shares
monthly thereafter, as long as the optionee remains an employee with,
consultant to, or director of the Company.

(2) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by the Securities and Exchange Commission. There is no
assurance provided to any executive officer or any other holder of the
Company's securities that the actual stock price appreciation over the 10-
year option term will be at the assumed 5% and 10% levels or at any other
defined level. Unless the market price of the Common Stock appreciates over
the option term, no value will be realized from the option grants made to
the executive officers.

(3) The Company granted stock options representing 2,015,189 shares to
employees in the last fiscal year.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table sets forth certain information with respect to stock
options exercised by the Named Executive Officers during the fiscal year ended
December 31, 1999. In addition, the table sets forth the number of shares
covered by stock options as of the fiscal year ended December 31, 1999, and the
value of "in-the-money" stock options, which represents the positive spread
between the exercise price of a stock option and the market price of the shares
subject to such option at the end of the fiscal year ended December 31, 1999.

Number of
Unexercised
Shares Options at Value of Unexercised In-the-
Acquired on Value Fiscal Year End Money Options at Fiscal Year
Exercise Realized (#) Exercisable/ End ($)
Name (#) ($) Unexercisable(1) Exercisable/Unexercisable(2)
---- ----------- -------- ---------------- ----------------------------

Mahesh Veerina.......... 0 0 28,000 / 212,999 $333,660 / $2,379,861
Timothy J. McElwee...... 0 0 92,499 / 177,499 1,258,561 / 1,833,974
Patricia R. Burke....... 48,000 $339,984(3) 98,750 / 77,249 1,459,446 / 1,096,148
Elie Habib.............. 0 0 0 / 164,999 0 / 2,103,737
Terry Gibson............ 0 0 0 / 179,999 0 / 1,394,992

- --------
(1) No stock appreciation rights (SARs) were outstanding during fiscal 1999.

(2) Based on the $15.25 per share closing price of the Company's Common Stock
on The Nasdaq Stock Market on December 31, 1999, the last day of fiscal
year 1999, less the exercise price of the options.

(3) Value realized is calculated based on the fair market value of the
Company's Common Stock as determined by the board of directors on the date
of exercise ($7.50 on May 13, 1999) minus the exercise price of the option
($0.417) and does not necessarily indicate that the optionee sold such
stock.

Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that might incorporate future filings, including this Proxy Statement, in whole
or in part, the following report and the Stock Performance Graph which follows
shall not be deemed to be incorporated by reference into any such filings.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The following is a report of the Compensation Committee of the Board of
Directors (the "Committee") describing the compensation policies applicable to
the Company's executive officers during the fiscal year ended December 31,
1999. The Committee is responsible for establishing and monitoring the general
compensation policies and compensation plans of the Company, as well as the
specific compensation levels for executive officers. It also makes
recommendations to the Board of Directors concerning the granting of options
under the Company's 1999 Stock Incentive Plan. Executive officers who are also
directors have not participated in deliberations or decisions involving their
own compensation.

General Compensation Policy

Under the supervision of the Board of Directors, the Company's compensation
policy is designed to attract and retain qualified key executives critical to
the Company's growth and long-term success. It is the objective of the Board of
Directors to have a portion of each executive's compensation contingent upon
the Company's performance as well as upon the individual's personal
performance. Accordingly, each executive officer's compensation package is
comprised of three elements: (i) base salary which reflects individual
performance and expertise, (ii) variable bonus awards payable in cash and tied
to the achievement of certain performance goals that the Board of Directors
establishes from time to time for the Company and (iii) long-term stock-based
incentive awards which are designed to strengthen the mutuality of interests
between the executive officers and the Company's stockholders.

The summary below describes in more detail the factors which the Board of
Directors considers in establishing each of the three primary components of the
compensation package provided to the executive officers.

Base Salary

The level of base salary is established primarily on the basis of the
individual's qualifications and relevant experience, the strategic goals for
which he or she has responsibility, the compensation levels at companies which
compete with the Company for business and executive talent, and the incentives
necessary to attract and retain qualified management. Base salary is adjusted
each year to take into account the individual's performance and to maintain a
competitive salary structure. Company performance does not play a significant
role in the determination of base salary.

Cash-Based Incentive Compensation

Cash bonuses are awarded on a discretionary basis to executive officers on
the basis of their success in achieving designated individual goals and the
Company's success in achieving specific company-wide goals, such as customer
satisfaction, revenue growth and earnings growth.

Long-Term Incentive Compensation

The Company has utilized its stock option plans to provide executives and
other key employees with incentives to maximize long-term stockholder values.
Awards under this plan by the Board of Directors take the form of stock options
designed to give the recipient a significant equity stake in the Company and
thereby closely align his or her interests with those of the Company's
stockholders. Factors considered in making such awards include the individual's
position in the Company, his or her performance and responsibilities, and

internal comparability considerations. In addition, the Board of Directors has
established certain general guidelines in making option grants to the executive
officers in an attempt to target a fixed number of unvested option shares based
upon each individual's position with the Company and his or her existing
holdings of unvested options. However, the Board of Directors is not required
to adhere strictly to these guidelines and may vary the size of the option
grant made to each executive officer as it determines the circumstances
warrant.

Each option grant allows the executive officer to acquire shares of Common
Stock at a fixed price per share (the fair market value on the date of grant)
over a specified period of time (up to 10 years). The options typically vest in
periodic installments over a four-year period, contingent upon the executive
officer's continued employment with the Company. Accordingly, the option will
provide a return to the executive officer only if he or she remains in the
Company's service, and then only if the market price of the Common Stock
appreciates over the option term.

Compensation of the Chief Executive Officer

Mahesh Veerina has served as the Company's President and Chief Executive
Officer since 1993. His base salary for fiscal 1999 was $140,00. Other
compensation paid to Mr. Veerina included a $30,000 annual bonus.

The factors discussed above in "Base Salaries," "Cash-Based Incentive
Compensation," and "Long-Term Incentive Compensation" were also applied in
establishing the amount of Mr. Veerina's salary. Significant factors in
establishing Mr. Veerina's compensation were the amount of his current stock
ownership, including the portion that was unvested, changes in compensation for
similarly situated CEOs, achievement of revenue targets and customer contracts,
growth of the company through and following its initial public offering and the
successful completion of the initial public offering.

Deductibility of Executive Compensation

The Committee has considered the impact of Section 162(m) of the Internal
Revenue Code adopted under the Omnibus Budget Reconciliation Act of 1993, which
section disallows a deduction for any publicly held corporation for individual
compensation exceeding $1 million in any taxable year for the CEO and four
other most highly compensated executive officers, respectively, unless such
compensation meets the requirements for the "performance-based" exception to
Section 162(m). As the cash compensation paid by the Company to each of its
executive officers is expected to be below $1 million and the Committee
believes that options granted under the Company's 1999 Stock Incentive Plan to
such officers will meet the requirements for qualifying as performance-based,
the Committee believes that Section 162(m) will not affect the tax deductions
available to the Company with respect to the compensation of its executive
officers. It is the Committee's policy to qualify, to the extent reasonable,
its executive officers' compensation for deductibility under applicable tax
law. However, the Company may from time to time pay compensation to its
executive officers that may not be deductible.

Compensation Committee:

/s/Philip Gianos
/s/Anthony Sun

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors currently consists of
Anthony Sun and Philip Gianos. No member of the Compensation Committee or
executive officer of the Company has a relationship that would constitute an
interlocking relationship with executive officers or directors of another
entity. Neither Mr. Sun nor Mr. Gianos has at any time been an officer or
employee of the Company.

TRANSACTIONS WITH MANAGEMENT

Indemnification Agreements

The Company has entered into indemnification agreements with its directors
and officers containing provisions that are in some respects broader than the
specific indemnification provisions contained in the Delaware General
Corporation Law. The indemnification agreements may require us:

. to indemnify directors and officers against liabilities that may arise
by reason of their status or service as directors or officers, other
than liabilities arising from willful misconduct of a culpable nature;

. to advance their expenses incurred as a result of any proceeding against
them as to which they could be indemnified; and

. to obtain directors' and officers' insurance if available on reasonable
terms.

The Company currently has a policy for directors' and officers' insurance.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of ours in which indemnification would be
required or permitted. The Company is not aware of any threatened litigation or
proceeding that might result in a claim for indemnification. The Company
believes that its charter provisions and indemnification agreements are
necessary to attract and retain qualified persons as directors and officers.

Transactions with Named Executive Officers

Timothy J. McElwee, the Company's Vice President of Worldwide Sales entered
into an agreement with the Company dated February 1, 2000, which provides that
in the event his employment with the Company is terminated by the Company
without cause, he will be entitled to receive his monthly base salary and
benefits for a period of six months following such termination. Additionally,
any unvested stock options or shares of restricted stock held by Mr. McElwee as
of the date of his termination shall become immediately vested and exercisable
as though he maintained his employment or consulting relationship with the
Company for a period of 12 months following the date of such termination. Mr.
McElwee terminated his employment with the Company on March 31, 2000.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return data
for the Company's stock since June 22, 1999 (the date on which the Company's
stock was first registered under Section 12 of the Securities Exchange Act of
1934, as amended) to the cumulative return over such period of (i) the Nasdaq
National Market Composite Index, (ii) the Hambrecht & Quist Technology Index
and (iii) the Standard & Poors 500 Index. The graph assumes that $100 was
invested on June 22, 1999, the date on which the Company completed the initial
public offering of its Common Stock, in the Common Stock of the Company and in
each of the comparative indices. The graph further assumes that such amount was
initially invested in the Common Stock of the Company at a per share price of
$11.00, the price to which such stock was first offered to the public by the
Company on the date of its initial public offering, and reinvestment of any
dividends. The stock price performance on the following graph is not
necessarily indicative of future stock price performance.

COMPARISON OF TOTAL RETURN *
AMONG RAMP NETWORKS, INC., THE NASDAQ NATIONAL MARKET COMPOSITE INDEX,
HAMBRECHT & QUIST TECHNOLOGY INDEX AND THE STANDARD & POORS 500 INDEX
[GRAPH]
- --------
* Assumes $100 invested on June 22, 1999 in stock or index, including
reinvestment of dividends. Fiscal year ending December 31, 1999.

6/22/99 12/31/99
------- --------

Ramp Networks, Inc........................................ $100 $139
Nasdaq National Market Composite Index.................... $100 $173
Hambrecht & Quist Technology Index........................ $100 $158
Standard & Poors 500 Index................................ $100 $110

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

Proposals of stockholders intended to be included in the Company's proxy
statement for the 2001 Annual Meeting of Stockholders must be received by Terry
Gibson, Chief Financial Officer, Ramp Networks, Inc., 3100 De La Cruz
Boulevard, Santa Clara, CA 94054, no later than December 28, 2000. If the
Company is not notified of a stockholder proposal by such date, then the
proxies held by management of the Company provide discretionary authority to
vote against such stockholder proposal, even though such proposal is not
discussed in the Proxy Statement.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than 10% of the Company's Common
Stock (collectively, "Reporting Persons") to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and changes in
ownership of the Company's Common Stock. Reporting Persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) reports
they file. To the Company's knowledge, based solely on its review of the copies
of such reports received or written representations from certain Reporting
Persons that no other reports were required, the Company believes that during
its fiscal year ended December 31, 1999, all Reporting Persons complied with
all applicable filing requirements.

OTHER MATTERS

The Board of Directors knows of no other business that will be presented to
the Annual Meeting. If any other business is properly brought before the Annual
Meeting, proxies in the enclosed form will be voted in respect thereof as the
proxy holders deem advisable.

It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.

By Order of the Board of Directors,

/s/ Terry Gibson
Terry Gibson
Secretary

April 27, 2000
Santa Clara, California

1883-PS-00

RMP76B DETACH HERE

PROXY

RAMP NETWORKS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF RAMP NETWORKS, INC. FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 26, 2000

The undersigned stockholder of Ramp Networks, Inc., a Delaware Corporation
(the "Company") hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated April 27, 2000., and hereby
appoints Mahesh Veerina and Terry Gibson or either of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the Annual Meeting of
Stockholders of Ramp Networks, Inc. to be held on Friday, May 26, 2000 at 9:00
a.m, local time, at the Santa Clara Marriott, 2700 Mission Boulevard, Santa
Clara, California 95054, and at any adjournment or postponement thereof, and to
vote all shares of Common Stock which the undersigned would be entitled to vote
if then and there personally present, on the matters set forth on the reverse
side:

- ------------- -------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ------------- -------------

RMP76A DETACH HERE

[X] Please mark votes as in this example.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF DIRECTORS; (2)
FOR RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2000; AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME
BEFORE THE MEETING.

1. Election of Class I Directors:

Nominees: (01) L. William Krause
(02) Phillip Gianos

FOR ALL [_] [_] WITHHELD
NOMINEES FROM ALL
NOMINEES

[_] __________________________________
If you wish to withhold authority to vote
for any individual nominee, write that
nominee's name on the line above:

FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment of [_] [_] [_]
Arthur Andersen LLP as the independent
public accounts of the Company for the
fiscal year ending December 31, 2000:

and, in their discretion, upon such other matter or matters that may properly
come before the meeting and any postponement(s) or adjournment(s) thereof.

MARK HERE IF YOU PLAN TO ATTEND THE MEETING [_]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]

(This Proxy should be marked, dated, signed by the stockholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)

Signature:_______________ Date:_________ Signature:_______________ Date:________