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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)*
VCampus Corporation
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
92240C 10 0
________________________________________________________________________________
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Explanatory Note
This Schedule 13G is being filed to report that as of December 31, 1999,
the reporting person no longer owns five percent or more of the Issuer's common
stock.
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CUSIP Number 92240C 10 0
Page 2 of 4
________________________________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Narasimhan P. Kannan
________________________________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
Not Applicable
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Citizenship or Place of Organization
United States
________________________________________________________________________________
5. Sole Voting Power
Number of 40,415
Shares __________________________________________________
Beneficially 6. Shared Voting Power
Owned By 177,605
Each __________________________________________________
Reporting 7. Sole Dispositive Power
Person
With 40,415
__________________________________________________
8. Shared Dispositive Power
177,605
________________________________________________________________________________
9. Aggregate Amount Beneficially Owned by Each
Reporting Person
218,020
________________________________________________________________________________
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
Not Applicable
________________________________________________________________________________
11. Percent of Class Represented by Amount in Row (9)
3.8%
________________________________________________________________________________
12. Type of Reporting Person (See Instructions)
IN
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Page 3 of 4
Item 1. Issuer
(a) VCampus Corporation
(b) 8251 Greensboro Drive, Suite 500
McLean, Virginia 22102
Item 2. Person Filing
(a) Narasimhan P. Kannan
(b) VCampus Corporation
8251 Greensboro Drive, Suite 500
McLean, Virginia 22102
(c) United States
(d) Common Stock
(e) 92240C 10 0
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b)
Not Applicable
Item 4. Ownership
(a) See Row (9) on Page 2
(b) See Row (11) on Page 2
(c) See Rows (5)-(8) on Page 2. 28,513 of the shares as to which
Mr. Kannan has sole voting power and sole dispositive power are
issuable pursuant to currently exercisable options. As to the
177,605 shares as to which Mr. Kannan shares voting and
dispositive power, 8,513 of such shares are held by a limited
partnership as to which Mr. Kannan and his wife, Leslie Kannan are
general partners. The remaining 169,092 shares are held by two
trusts of which Mr. Kannan and his wife are co-trustees.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the
Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
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Page 4 of 4
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 12, 2000
Date
/s/ Narasimhan P. Kannan
Signature
Narasimhan P. Kannan
Name/Title