SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [ X ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))

[ X ] Definitive Proxy Statement

[ ] Definitive Additional Materials

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

DATARAM CORPORATION

(Name of Registrant as Specified In Its Charter)

--- -

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)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):

_______________________________________________________

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5) Total fee paid:

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[ ] 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:

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DATARAM CORPORATION
A New Jersey Corporation

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on September 13, 20052006 at 2:00 P.M.

TO THE SHAREHOLDERS OF DATARAM CORPORATION:

The Annual Meeting of the Shareholders of DATARAM CORPORATION (the
"Company") will be held at the Company's corporate headquarters at 186
Princeton Road (Route 571), West Windsor, New Jersey, on Tuesday,Wednesday, September
13, 20052006 at 2:00 p.m., for the following purposes:

(1) To elect four (4)six (6) directors of the Company to serve
until the next succeeding Annual Meeting of
Shareholders and until their successors have been
elected and have been qualified.

(2) To ratify the selection of KPMGJ.H. Cohn LLP as the
independent certified public accountants of the
Company for the fiscal year ending April 30, 20062007

(3) To transact such other business as may properly come
before the meeting or any adjournments.

Only shareholders of record at the close of business on the 29th28th day of
July 20052006 are entitled to notice of and to vote at this meeting.

By order of the Board of Directors

Thomas J. Bitar,
Secretary

August 9, 200511, 2006

The Company's 2005Company' s 2006 Annual Report is enclosed.

PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.

[LOGO]

DATARAM CORPORATION

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 13, 20052006

This Proxy Statement is furnished by DATARAM CORPORATION (the
"Company"), which has a mailing address for its principal executive offices
at P.O. Box 7528, Princeton, New Jersey 08543-7528, in connection with the
solicitation by the Board of Directors of proxies to be voted at the Annual
Meeting of Shareholders of the Company to be held at the Company's corporate
headquarters at 186 Princeton Road (Route 571), West Windsor, New Jersey on
Tuesday,Wednesday, September 13, 20052006 at 2:00 p.m. The close of business on July 29,
200528,
2006 has been fixed as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof. This Proxy Statement was mailed to shareholders on or about August
9, 2005.11, 2006.

VOTING RIGHTS

On July 29, 200528, 2006 there were outstanding and entitled to vote 8,412,6718,493,396
shares of the Company's common stock, par value $1.00 per share (the "Common
Stock"). Holders of the Common Stock are entitled to one vote for each share
of Common Stock owned on the record date, exercisable in person or by proxy.
Shareholders may revoke executed proxies at any time before they are voted by
filing a written notice of revocation with the Secretary of the Company.
Where a choice has been specified by the holder on the proxy, the shares will
be voted as directed. Where no choice has been specified by the holder, the
shares will be voted for the nominees described below and for the
ratification of the selection of accountants.

Directors are elected by a plurality of the number of votes cast. With
respect to each other matter to be voted upon, a vote of a majority of the
number of shares voting is required for approval. Abstentions and proxies
submitted by brokers with a "not voted" direction will not be counted as
votes cast with respect to each matter.

EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth information concerning each of the
Company's executive officers:

Name Age Positions with the Company
____ ___ __________________________

Robert V. Tarantino 6263 Chairman of the Board of Directors, President
and Chief Executive Officer

Jeffrey H. Duncan 5556 Vice President - Manufacturing
and Engineering

Mark E. Maddocks 5354 Vice President - Finance and
Chief Financial Officer

Anthony Pawlik 52 Vice President - Sales

Anthony M. Lougee 4445 Controller

- 1 -

Robert V. Tarantino has been employed by the Company since 1970. He has
served as President and Chief Executive Officer since 1986. In 1998, he was
elected Chairman of the Board of Directors.

Jeffrey H. Duncan has been employed by the Company since 1974. In 1990,
he became Vice President-Engineering. Since 1995, he served as Vice
President-Manufacturing and Engineering.

Mark E. Maddocks has been employed by the Company since 1978. In 1986
he became Controller. Since 1996 he has served as Vice President-Finance and
Chief Financial Officer.

Anthony Pawlik was hired as Vice President - Sales on January 9, 2006.
Prior to that he served as Vice President of Sales, North America for High
Bandwidth Access/AMIC Technology, Inc. From 1995 to 2001, he served as
Director, Northeast Area Sales for Integrated Device Technology, Inc. Prior
to holding these positions, Mr. Pawlik's career includes over 18 years of
sales management experience with Texas Instruments and Samsung Semiconductor.

Anthony M. Lougee has been employed by the Company since 1991, initially
as Accounting Manager. In 2002 he was named an executive officer and
currently serves as Controller, a position he has held since 1999.

ELECTION OF DIRECTORS

Four (4)Six (6) directors will be elected at the Annual Meeting of Shareholders
by the vote of a plurality of the shares of Common Stock represented at such
meeting. Unless otherwise indicated by the shareholder, the accompanying
proxy will be voted for the election of the four (4)six (6) persons named under the
heading "Nominees for Directors." Although the Company knows of no reason
why any nominee could not serve as a director, if any nominee shall be unable
to serve, the accompanying proxy will be voted for a substitute nominee.

NOMINEES FOR DIRECTORS

The term of office for each director will expire at the next Annual
Meeting of Shareholders and when the director's successor shall have been
elected and duly qualified. Each nominee is a member of the present Board of
Directors and has been elected by shareholders at prior meetings.meetings except Ms.
Giordano and Mr. Freeman.

Name of Nominee Age
_______________ ___

Robert V. Tarantino 6263

Thomas A. Majewski 5354

Bernard L. Riley 7576

Roger C. Cady 68

Rose Ann Giordano 67

John H. Freeman 57

Mr. Tarantino is an executive officer of the Company. Mr. Tarantino has
been a Director since 1981 and Chairman of the Board of Directors since 1998.

Thomas A. Majewski has been a principal in Walden, Inc., a computer
consulting and technologies venture capital firm, since 1990. Prior to 1990,
he had been Chief Financial Officer of Custom Living Homes & Communities,
Inc., a developer of residential housing. Mr. Majewski has been a Director
since 1990.

Bernard L. Riley retired as Executive Vice President and Chief Financial
Officer of the Company in 1995. He had been employed by the Company since
1992. His business career included thirty years with International Paper
with senior responsibilities in both finance and general management before
taking early retirement in 1985. At that time, he was Vice President -
Logistics. Thereafter, he served for four years as Vice President, Finance
and as a director of Emcore Corporation, a semiconductor equipment
manufacturer. During the two years immediately prior to joining Dataram, he
was a management consultant. Mr. Riley has been a Director since 1995.

- 2 -

Roger C. Cady is a founder and principal of Arcadia Associates, a
strategic consulting and mergers and acquisitions advisory firm. He was
employed as Vice President of Business Development for Dynatech Corporation,
a diversified communications equipment manufacturer, from 1993 to 1996.
Before joining Dynatech he was a strategic management consultant for eight
years. His business career has included 16 years in various engineering,
marketing and management responsibilities as a Vice President of Digital
Equipment Corporation, and President of two early stage startup companies.
Mr. Cady has been a Director since 1996.

Rose Ann Giordano has been President of Thomis Partners (investing and
advisory services) since 2002. Prior to that, and for more than five years,
Ms. Giordano served as Vice President of Worldwide Sales & Marketing for the
Customer Services Division of Compaq Computer Corporation. Prior to that,
Ms. Giordano held a number of positions with Digital Equipment Corporation.
Ms. Giordano was the first woman Vice President and Corporate Officer of
Digital Equipment Corporation. Ms. Giordano serves on the Board of Directors
of TimeTrade Inc., MIT Enterprise Forum/NE, the National Association of
Corporate Directors/New England and Emerson Hospital. Ms. Giordano holds a
B.A. in Mathematics from Marywood College and is a graduate of the Stanford
University Business School Executive Program.

John H. Freeman has been the Chief Operating Officer at Taratec
Development Corporation (life sciences consulting) since September 1, 2004.
Prior to that, and for more than five years, he was responsible for leading
IBM's worldwide sales, marketing, and business planning for Pharmaceutical,
Medical Device, and Life Sciences clients. This included IBM product sales
of hardware, software, services and financing. Mr. Freeman has 30 years of
executive sales and operations management experience with IBM. Mr. Freeman
is a graduate of Pennsylvania State University with an M.S. in Computer
Science and holds a B.A. in Mathematics from Syracuse University.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of Common Stock
beneficially owned by certain owners known by the Company to beneficially own
in excess of 5% of the Common Stock, each director of the Company, each named
executive officer and seventen directors and executive officers collectively, as
of July 29, 2005.28, 2006. Unless otherwise indicated, stock ownership includes sole
voting power and sole investment power. No other person or group is known to
beneficially own in excess of five percent (5%) of the Common Stock.

Name of Amount and Percent
Beneficial Nature of of
Owner Beneficial Ownership Class(1)
___________________ ____________________ ________

Robert V. Tarantino 1,069,8331,056,600 (2) 12.2%11.9%

Thomas A. Majewski 81,25089,250 (3) 1.0%

Bernard L. Riley 42,00050,000 (3) *

Roger C. Cady 96,700104,700 (4) 1.1%1.2%

Rose Ann Giordano 6,000 (5) *

John H. Freeman 6,000 (5) *

Jeffrey H. Duncan 253,224 (5) 2.9%269,680 (6) 3.1%

Mark E. Maddocks 166,494 (6) 2.0%160,878 (7) 1.9%

Anthony Pawlik 50,000 (8) *

Anthony M. Lougee 21,870 (9) *

Directors and 1,737,723 (7) 19.0%1,814,978(10) 19.4%
executive officers
as a group (7(10 persons)

Fidelity Low Priced 858,800 (8)(11) 10.1%
Stock Fund

(1) On July 29, 2005, 8,412,67128, 2006, 8,493,396 shares were outstanding.

(2) Of this amount, 17,100 shares are held by Mr. Tarantino's wife 307,999
shares are held by the Company's 401(k) Plan and 343,200361,600 shares may be
acquired by the exercise of options held. Mr. Tarantino's address is 186
Princeton Road (Route 571), West Windsor, New Jersey 08550.

(3) Of this amount, 32,00040,000 shares may be acquired by the exercise of options
held.

(4) Of this amount, 16,00024,000 shares may be acquired by the exercise of options
held.

(5) Of this amount, 249,6006,000 shares may be acquired by the exercise of options
held.

(6) Of this amount, 266,000 shares may be acquired by the exercise of options
held and 3,680 shares are held by the Company's 401(k) Plan.

(7) Of this amount, 6,000 shares are held by Mr. Maddocks' wife, 26,207
shares are held by the Company's 401(k) Plan and 25,95042,800 shares may be
acquired upon the exercise of options held.

(8) Of this amount, 50,000 shares may be acquired by the exercise of options
held.

- 3 -

(7)(9) Of this amount, 631,62518,875 shares may be acquired upon the exercise of
options held and 2,995 shares are held by the Company's 401(k) Plan.

(10) Of this amount, 739,275 shares may be acquired by the exercise of
options held by executive officers, and 80,000116,000 shares may be acquired by
exercise of options held by outside directors.

(8)(11) As reported in a Schedule 13G/A filed February 14, 2005, this fund is
advised by Fidelity Management and Research Corp. which is controlled by
Edward R. Johnson, 3rd and a group consisting of members of the Edward R.
Johnson, 3rd family who are the principal Class B shareholders and who are
deemed to have the shared power to dispose of the Fund's shares. Each has an
address at 82 Devonshire Street, Boston MA 02109.

* Less than 1%.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid for the fiscal
years ended April 30, 2003, 2004, and 2005 and 2006 to the Company's Chief Executive
Officer and the next four most highly compensated executive officers and certain former officers.

Summary Compensation Table

Annual Compensation Long Term Compensation
___________________________ ______________________

Other
Name and Annual Stock Other
Principal Fiscal Compen- Options Compen-
Position Year Salary Bonus sation Awarded sation(1)
___________ _____ _______ ______ ______ _______ _________

Robert V. Tarantino 2005 294,338 0 -- 12,000 12,279
Chairman of the Board, 2004 307,800 0 -- 12,000 12,231
President and Chief 2003 307,800 0 -- 12,800 11,000
Executive Officer

Jeffrey H. Duncan 2005 186,888 0 -- 8,200 10,745
Vice President - Manu- 2004 186,888 0 -- 8,200 10,952
facturing and Engineering 2003 186,888 0 -- 8,200 10,539

Mark E. Maddocks 2005 189,176 0 -- 8,200 10,883
Vice President - Finance, 2004 189,176 0 -- 8,200 11,092
Chief Financial Officer 2003 189,176 0 -- 8,200 10,883

Lars Marcher(2), President, 2005 253,261 0 -- 18,200 9,574
Executive Vice President 2004 239,800 0 -- 8,200 7,094
and Chief Operating Officer 2003 227,400 0 -- 8,200 4,419

Hugh F. Tucker(2) 2005 204,360 0 -- 8,200 11,794
Vice President - Sales 2004 204,360 0 -- 8,200 12,040
2003 204,360 0 -- 8,200 11,624
___________________
(1) Payments by the Company to a plan trustee under the Company's Savings and Investment
Retirement Plan, a 401-K plan. The Company does not have a pension plan.
(2) These individuals are no longer executive officers and
certain former officers.

Summary Compensation Table

Annual Compensation Long Term Compensation
_______________________ ___________________

Other
Name and Annual Stock Other
Principal Fiscal Compen- Options Compen-
Position Year Salary Bonus sation Awarded sation(1)
___________ _____ _______ ______ ______ _______ _________

Robert V. Tarantino 2006 282,800 0 -- 12,000 14,000
Chairman of the Board, 2005 294,338 0 -- 12,000 12,279
President and Chief 2004 307,800 0 -- 12,000 12,231
Executive Officer

Jeffrey H. Duncan 2006 186,888 0 -- 8,200 10,745
Vice President - Manu- 2005 186,888 0 -- 8,200 10,745
facturing and Engineering 2004 186,888 0 -- 8,200 10,952

Mark E. Maddocks 2006 189,176 0 -- 8,200 11,092
Vice President - Finance, 2005 189,176 0 -- 8,200 10,883
Chief Financial Officer 2004 189,176 0 -- 8,200 11,092

Anthony M Lougee 2006 110,000 0 -- 3,500 6,582
Controller 2005 106,000 0 -- 2,500 6,354
2004 104,943 0 -- 2,500 6,177

Lars Marcher(2),President,2006 178,181 0 -- 0 7,784
Executive Vice President 2005 253,261 0 -- 18,200 9,574
and Chief Operating 2004 227,400 0 -- 8,200 7.094
Officer
________________
(1) Payments by the Company to a plan trustee under the Company's Savings
and Investment Retirement Plan, a 401(k) plan. The Company does not have a
pension plan.
(2) Mr. Marcher is no longer an executive officer of the Company.

Option Grants in the Last Fiscal Year

Exercise Expiration
Name Number %(1) Price Date 5%($)(2) 10%($)(2)
____ ______ ____ _______ __________ ________ _________

Robert V.
Tarantino 12,000 8.1 6.63 9/14/10 125,595 206,358

Jeffrey H.
Duncan 8,200 5.6 6.63 9/14/10 88,556 141,011

Mark E.
Maddocks 8,200 5.6 6.63 9/14/10 88,556 141,011

Anthony M.
Lougee 3,500 0.2 6.63 9/14/10 37,798 60,188

Lars Marcher 0 - 4 -

Option Grants in the Last Fiscal Year

Exercise Expiration
Name Number %(1) Price Date 5%($)(2) 10%($)(2)
____ ______ ____ _______ __________ ________ _________

Robert V. Tarantino 12,000 10.0 6.75 9/15/09 131,940 210,093

Jeffrey H. Duncan 8,200 6.9 6.75 9/15/09 90,159 143,564

Mark E. Maddocks 8,200 6.9 6.75 9/15/09 90,159 143,564

Lars Marcher 8,200 6.9 6.75 9/15/09 90,159 143,564
10,000 8.3 6.50 10/15/09 109,950 175,078

Hugh F. Tucker 8,200 6.9 6.75 9/15/09 90,159 143,564- - -

___________________
(1) Percent of total granted to employees in the last fiscal year.
(2) Potential realizable value at assumed annual rates of stock price
appreciation for the option term.

The following table provides information concerning stock option
exercises by named executive officers during the fiscal year ended
April 30, 20055

The following table provides information concerning stock option
exercises by named executive officers during the fiscal year ended
April 30, 2006 and the number and value of the named executive officers'
unexercised options at fiscal year end:

Option Exercises in Fiscal 20052006 and Option Values at April 30, 20052006

Value of
Unexercised
Number of In-the-Money
Options at Options at
April 30, 20052006 April 30, 20052006
______________ ______________

Shares acquired Value Exercisable/ Exercisable/
Name on exercise Received ($) Unexercisable Unexercisable ($Unexercisable($)
____ ___________ ________________________ ____________ _____________ _________________

Robert V. Tarantino __ __ 328,000 425,314
21,600 7,744346,400 940,530
15,200 8,960

Jeffrey H. Duncan __ __ 237,300 354,874
12,300 5,638251,650 731,628
14,350 12,710

Mark E. Maddocks 57,000 217,508 13,650 5,187
20,950 5,638__ __ 28,450 24,190
14,350 12,710

Anthony M. Lougee __ __ 13,500 5,625
5,375 3,875

Lars Marcher __ __ 92,300 5,187
50,500 5,638

Hugh F. Tucker __ __ 66,300 107,112
20,500 5,6380 0
0 0

- 5 -

Equity Compensation Plan Information at April 30, 20052006

Plan Category Number of Securities Weighted-average Number of securities
to be issued upon exercise price of remaining available
exercise of outstanding options, for future issuance
outstanding options warrants and rights under equity compen-
sation plans (exclud-
ing securities re-
flected in column (a))
(a) (b) (c)
________________________________________________ _______________________ ____________________ _____________________

Equity compensation
plans approved by
security holders 1,398,850 4.550 1,313,8501,299,375 5.00 1,216,850

Equity compensation
plans not approved 100,000 (1) 9.875 0
by
security holders 0 - 0

Total 1,498,850 4.906 1,313,850

(1) Options granted to an employee of the Company as an inducement to enter into an
Employment Agreement with the Company as part of an asset acquisition.1,299,375 5.00 1,216,850

- 6 -

PERFORMANCE GRAPH

COMPARISON OF THE FIVE-YEARFIVE- YEAR CUMULATIVE TOTAL RETURN*
AMONG DATARAM CORPORATION, THE S&P 500 INDEX AND A PEER GROUP

[The chart is a three-line graph of dollars versus dates having the following
data points:

4/00 4/01 4/02 4/03 4/04 4/05 4/06
____ ____ ____ ____ ____ ____

Dataram 100 79 27 74 45 35 12 33 2065

Peer Group** 100 55 59 63 69 81105 111 120 141 225

S&P 500 100 87 76 66 81 8693 99 114

*$100 invested on 4/30/0001 in stock or index including reinvestment of
dividends. Fiscal year ending April 30.

**Standard Industrial Code Peer Group includes the following companies:
Ciprico, Inc.; Dataram Corp.; Dot Hill Systems Corp.; Drexler Technology Corp.; Exabyte Corp.;
Iomega Corp.; Komag Inc.; Lasercard Corp.; M Sys Flash Disk Pioneers Ltd.;
MTI Technology Corp.; Network Engines, Inc.; Overland Sorage, Inc.; Procom
Technology, Inc.; Simpletech, Inc.; Stratega AG.; and
Western Digital Corp; and Storage
Computer Corp.

- 7

EMPLOYMENT AGREEMENTS.AGREEMENTS

Robert V. Tarantino, Jeffrey H. Duncan and Mark E. Maddocks entered into
similar Employment Agreements with the Company as of February 1, 2005. Each
agreement continues on a year to year basis until terminated by the Company
on thirty (30) days notice before April 30th of each year. They provide for
a current base compensation of $275,000 for Mr. Tarantino, $180,000 for Mr.
Duncan, and $182,000 for Mr. Maddocks, subject to annual review by the Board
of Directors. In addition, executives will receive a bonus based upon a
formula which shall be reviewed and approved annually by the Board of
DirectorsDirectors. (See "Report of the Compensation Committee of the Board of
Directors on Executive Compensation-Bonuses".). The Employment Agreements may
be terminated by the Company for cause and expire upon the death, or six
months after the onset of the disability, of the executive. In the event of
termination or non-renewal, the executive is entitled to one year's base salary
at the current rate plus a pro rata bonus for the current year. The Employment
Agreements contain terms concerning confidentiality, post-employment
restrictions on competition and non-solicitation of Company employees.

Lars Marcher resigned as President and Chief Operating Officer of the
Company as of June 30, 2005. He will continue to work as an employee through
December 31, 2005 and thereafter will serve as a consultant through April 30,
2006. During these times he will be paid in an amount equal to his present
salary. Mr. Marcher has agreed that during these times and for three (3)
years thereafter,through April 30,
2009, he will not disclose any trade secrets or confidential information of
the Company or its clients. He has also agreed that for
twelve (12) months afteruntil December 31, 20052006
he will not solicit employees of the Company to take up employment with any
other company and will not take a position in competition with the Company or
take a position with any client of the Company or with whom he has worked on
the behalf of the Company without the prior written consent of Dataram.

Hugh Tucker, the Company's Vice President - Sales was terminated as an
executive officer of the Company as of May 1, 2005. He will continue to work
as an employee through October 28, 2005 and thereafter will serve as a
consultant through October 28, 2006. During these times he will be paid in
an amount equal to his present salary. Mr. Tucker has agreed that for three
(3) years thereafter, he will not disclose any trade secrets or confidential
information of the Company or its clients. He has also agreed that for
twelve (12) months after October 28, 2006 he will not solicit employees of
the Company to take up employment with any other company and will not take a
position in competition with the Company nor take a position with any client
of the Company or with whom he has worked on the behalf of the Company
without the prior written consent of Dataram.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.PARTICIPATION

The Securities and Exchange Commission rules regarding disclosure of
executive compensation require proxy statement disclosure of specified
information regarding certain relationships of members of the Company's Board
of Directors with the Company or certain other entities. None of the members
of the Corporation's Board of Directors has a relationship requiring such
disclosure.

- 8 -

REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Company's compensation policies applicable to its executive officers
are administered by the Compensation Committee (the "Committee") of the Board
of Directors. All members of the Committee are independent directors. These
policies are designed to enhance the overall strength and financial performance
of the Company by aligning the financial interests of the Company's executive
officers with those of its stockholders. The three primary components of
executive compensation are base salaries, bonuses and stock option grants.
The Committee determines the base salary, bonus amount and stock option grants
for the President and Chief Executive Officer. The Committee reviews and
gives final approval to the President and Chief Executive Officer's
recommendations for base salaries, bonus and stock option grants for all
other executives.

Base Salary

The Committee considered the financial performance of the Company,
reviewed a survey of executive salaries for computer and computer products
companies and determined the base salary for the Chief Executive Officer,
Robert V. Tarantino. Base salaries for other executive officers for the
fiscal year ended April 30, 20052006 were determined by the President and Chief
Executive Officer.

Bonuses

Annually, the Committee reviews and gives final approval for a bonus
plan for the Chief Executive Officer and for other executive officers. This
bonus plan is typically based on a distribution of a percentage of pre-
taxpre-tax
operating profits based on meeting or exceeding stated objectives. For
fiscal 2005,2006, no bonuses were distributed.

Stock Option Plan

The value to each executive officer of stock option grants is tied
directly to stock price performance. The Committee grants options under the
shareholder approved option plan at an exercise price equal to the market
price of the Common Stock at the date of grant. OptionsGenerally, options granted
under the Plan in the last fiscal year hadhave deferred vesting at the end offor one year,
and expire after five years from the date of grant, provided the employee
continues in the employment of the Company.

Grants are made to executive officers based on salary, responsibility
and performance of the individual officer. The Committee believes that
options are important to better align the financial interests of executive
officers with those of shareholders in general.

Each option granted was a
five-year option with a deferred vesting provision of one year.

Compensation Committee

Thomas A. Majewski
Roger C. Cady
Bernard L. Riley
Rose Ann Giordano
John H. Freeman

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES PROPOSED BY THE BOARD OF DIRECTORS, AND,
UNLESS A SHAREHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE CONTRARY,
THE PROXY AGENTS NAMED THEREON INTEND SO TO VOTE.

- 9 -

RATIFICATION OF THE SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has selected KPMGJ.H. Cohn LLP
as the independent certified public accountants to the Company for the fiscal
year ending April 30, 2006.2007. The holders of Common Stock are asked to ratify
this selection. KPMGJ.H. Cohn LLP has served the Company in this capacity since
the
Company's incorporation.October of 2005. If the shareholders fail to ratify this selection of
KPMGJ.H. Cohn LLP, the Audit Committee will reconsider its action in light of the
shareholder vote.

On October 6, 2005, Dataram Corporation ("The Company") engaged J.H.
Cohn LLP as its independent registered public accounting firm to perform the
Company's annual audit for its fiscal year ending April 30, 2006, and review
of the Company's interim quarterly financial statements. The Company had
previously engaged KPMG LLP as its principal accountants. On October 6, 2005
the Company dismissed KPMG LLP as its principal accountants. The decisions
to dismiss KPMG LLP and engage J.H. Cohn LLP were made by the Audit Committee
of the Board of Directors.

In connection with the audits of the two fiscal years ended April 30,
2005 and 2004, and the subsequent interim period through October 6, 2005,
there were no: (1)disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement or (2) reportable events as described by
Item 304(a)(1)(v) of Regulation S-K.

The audit reports of KPMG LLP on the consolidated financial statements
of Dataram Corporation and subsidiaries as of and for the years ended
April 30, 2005 and 2004 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope
or accounting principles.

During the previous two most recent fiscal years and in the subsequent
interim period prior to the change of accountants, the Company had not
consulted with J.H. Cohn LLP on any matter.

The Company has been advised by KPMGJ.H. Cohn LLP that representatives of
that firm are expected to be present at the Annual Meeting of Shareholders.
These representatives will have the opportunity to make a statement, if they
so desire, and will also be available to respond to appropriate questions
from shareholders.

PRINCIPAL ACCOUNTANTS FEES AND SERVICES

The following table sets forth the aggregate fees billed to the Company
for the last two fiscal years by the Company's independent accounting firm
J.H. Cohn LLP and its predecessor KPMG LLP for professional services:

2006 2005 2004

Audit fees $ 140,00071,500 $ 102,500140,000

Audit related fees (1) __ 19,700 12,000

Tax fees(2) 10,000 57,900 18,600

All other fees 0 0

Total fees $ 81,500 $ 217,600
$ 133,100_____________
(1) Consists principally of the audit of the financial statements of the
Company's employee benefit plan.
(2) Consists principally of fees for tax consultation and tax compliance
services, including foreign jurisdictions.

All non-audit fees of an auditor must be pre-approved by the Audit Committee
of the Board of Directors unless the amount is less than 5% of the amount of
revenues to the auditor in the previous fiscal year or was not regarded as a
non-audit fee at the time it was contracted for. In either event, the fee
must be submitted to the Audit Committee for its approval before the
completion of the audit. In the previous fiscal year, all Audit Related
Fees, all Tax Fees and all Other Fees were pre-approved by the Audit Committee
pursuant to this policy.

- 10 -

REPORT OF THE AUDIT COMMITTEE

Pre-approval by the Audit Committee of all non-audit services performed
by the Company's independent accountants is now required by law. Where
urgent action is required, the Chairman of the Committee may give this
approval subject to confirmation of this decision by the full Committee
at its next meeting.

The Audit Committee has reviewed and discussed the Company's audited
financial statements for the fiscal year ended April 30, 2005,2006, with
management and the Company's independent public accountants, KPMGJ.H. Cohn LLP.

The Audit Committee has discussed with KPMGJ.H. Cohn LLP the matters
required to be discussed by Statement of Auditing Standards No. 61
(Certification of Statements on Auditing Standards, AU 380).

The Audit Committee has received the written disclosures and the letter
from KPMGJ.H. Cohn LLP required by Independence Standards Board Standard No. 1
("Independence Discussions with Audit Committees"), as amended, and has
discussed with KPMGJ.H. Cohn LLP that firm's independence from the Company.

Based on the review and discussions referred to above in this report,
the Audit Committee recommended to the Company's Board of Directors that the
audited financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 20052006 for filing with the
Securities and Exchange Commission.

Audit Committee

Thomas A. Majewski, Chairman
Bernard L. Riley
Roger C. Cady
Rose Ann Giordano
John H. Freeman

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS, AND, UNLESS A
SHAREHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE CONTRARY, THE
APPOINTEES NAMED THEREON INTEND SO TO VOTE.

OTHER MATTERS

Should any other matter or business be brought before the meeting, a
vote may be cast pursuant to the accompanying proxy in accordance with the
judgment of the proxy holder. The Company does not know of any such other
matter or business.

PROPOSALS OF SECURITY HOLDERS AT 20062007 ANNUAL MEETING

Any shareholder wishing to present a proposal which is intended to be
presented at the 20062007 Annual Meeting of Shareholders should submit such
proposal to the Company at its principal executive offices no later than
April 14, 2006.16, 2007. It is suggested that any proposals be sent by certified
mail, return receipt requested.

- 11 -

BOARD OF DIRECTORS

The Board of Directors of the Company met seven times during the last
fiscal year.

The Board of Directors has a process for shareholders to communicate
with directors. Shareholders should write to the President at the Company's
mailing address and specifically request that a copy of the letter be
distributed to a particular board member ofor to all board members. The Board
of Directors of the Company met six times during the last fiscal year. It is
the policy of the board that all members will attend the Annual Meeting of
Shareholders and all members of the board attended last year's meeting.

The Board of Directors has a standing Audit Committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended, whose members are Thomas A. Majewski, Bernard L. Riley, and Roger C.
Cady.Cady, Rose Ann Giordano and John H. Freeman. This Committee met fourfive times
during the last fiscal year.

The Company's Board of Directors has adopted a written charter for the
Audit Committee which was attached as an exhibit to last year's Proxy
Statement and is available on the Company's website. Each member of the
Audit Committee is "independent" within the meaning of the NASDAQ listing
standards. The Board of Directors has determined that Mr. Riley is a
"financial expert" within the meaning of those standards and Item 401(h) of
SEC Regulation S-K and is "independent" as that term is used in Item
7(d)(3)(iv) of Schedule 14A of the Proxy Rules. The principal functions of the Audit Committee
are evaluation of work of the auditors, review of the accounting principles
used in preparing the annual financial statements, review of internal
controls and procedures and approval of all audit and non-
auditnon-audit services of
the auditor.

The Company's Board of Directors has adopted a written charter for the
Audit Committee which was attached as an exhibit to the 2004 Proxy Statement
and may be viewed at the Company's website, www.dataram.com. Each member of
the Audit Committee is "independent" within the meaning of the NASDAQ listing
standards. The Board of Directors has determined that Mr. Riley is a
"financial expert" within the meaning of those standards and an "audit
committee financial expert" within the meaning of Item 401(h) of SEC
Regulation S-K and is "independent" as that term is used in Item 7(d)(3)(iv)
of Schedule 14A of the Proxy Rules.

The Board of Directors has a standing Compensation Committee whose
members are Thomas A. Majewski, Roger C. Cady, and Bernard L. Riley.Riley, Rose Ann
Giordano and John H. Freeman. This Committee met one timeonce during the past fiscal
year. The principal functions of the Compensation Committee are to recommend
to the Board of Directors the compensation of directors and the Chief
Executive Officer and to establish and administer various compensation plans,
including the stock option plans.plan.

The Board of Directors has a standing Nominating Committee whose members
are Thomas A. Majewski, Roger C. Cady, and Bernard L. Riley.Riley, Rose Ann Giordano
and John H. Freemen. This Committee met once during the past fiscal year.
The principal function of this Committee is the recommendation to the Board
of Directors of new members of the Board of Directors. The members of the
Nominating Committee are "independent" within the meaning of the NASDAQ
listings standards. The Board of Directors has adopted a charter for
Nominating Committee and this charter
is available onmay be viewed at the Company's website,
www.dataram.com. In years in which the Board considers that the selection of
a new director would be desirable, the Nominating Committee solicits
recommendations from the directors and the executive officers. The committeeNominating
Committee will also consider recommendations made by shareholders. From these
recommendations, the committee selects a small group to be interviewed. The
committeeNominating Committee then makes a recommendation to the full board. This Committee will consider nominees for the Board of Directors
recommended by shareholders.
Shareholders desiring to make such recommendations should write directly to
the Committee at the Company's executive offices at P.O. Box 7528, Princeton,
New Jersey 08543-7528.

Directors who are not employees of the Company receive a quarterly
payment of $6,000. During fiscal 20052006 Mr. Riley, Mr. Cady and Mr. Majewski
each received five year options to purchase 8,000 shares of the Common Stock
of the Company at $6.75,$6.63, the fair market value of the Common Stock at the date
of grant. During fiscal 2006 Ms. Giordano and Mr. Freeman each received
options expiring on the expiration date of the other director options
(slightly less than five years) to purchase 6,000 shares of the Common Stock
of the Company at $6.42, the fair market value of the Common Stock on the
date of grant. All of these options are exercisable on September 14, 2006,
one year from the date of grant.

-grant of the options granted to Mr. Riley, Mr. Cady
and Mr. Majewski.

12 -

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Securities and Exchange Commission requires that the Company report
to shareholders the compliance of directors, executive officers and 10%
beneficial owners with Section 16(a) of the Securities Exchange Act of 1934,
as amended. This provision requires that such persons report on a current
basis most acquisitions or dispositions of the Company's securities. Based
upon information submitted to the Company, all directors, executive officers
and 10% beneficial owners have fully complied with such requirements during
the past fiscal year.

MISCELLANEOUS

The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. The expense of preparing, printing and mailing the
form of proxy, including broker solicitation fees and accountants' and
attorneys' fees in connection therewith, will be borne by the Company. The
amount is expected to be the amount normally expended for a solicitation for
an election of directors in the absence of a contest and costs represented by
salaries and wages of regular employees and officers. Solicitation of proxies
will be made by mail, but regular employees may solicit proxies by telephone
or otherwise.

Please date, sign and return the accompanying proxy at your earliest
convenience. No postage is required for mailing in the United States.

Financial information concerning the Company is set forth in the
Company's 20052006 Annual Report to Security Holders, which is enclosed.

By Order of the Board of Directors

THOMAS J. BITAR,
Secretary

ANNUAL REPORT ON FORM 10-K

Upon the written request of a shareholder, the Company will provide,
without charge, a copy of its Annual Report on Form 10-K for the year ended
April 30, 2005,2006, including the financial statements and schedules and documents
incorporated by reference therein but without exhibits thereto, as filed with
the Securities and Exchange Commission. The Company will furnish any exhibit
to the Annual Report on Form 10-K to any shareholder upon request and upon
payment of a fee equal to the Company's reasonable expenses in furnishing such
exhibit. All requests for the Annual Report on Form 10-K or its exhibits
should be addressed to Vice President - Finance, Dataram Corporation,
P.O. Box 7528, Princeton, New Jersey 08543-7528.

- 13 -

DATARAM CORPORATION
P.O. Box 7528, Princeton, New Jersey 08543-7528

PROXY SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS

The undersigned hereby appoints and constitutes Robert V. Tarantino and
Thomas J. Bitar, and each of them, attorneys and proxies for the undersigned,
with full power of substitution to vote as if the undersigned were personally
present at the Annual Meeting of the Shareholders of Dataram Corporation
(the "Company") to be held at the Company's corporate headquarters at 186
Princeton Road (Route 571), West Windsor, New Jersey, on Tuesday,Wednesday,
September 13, 20052006 at 2 o'clock in the afternoon and at all adjournments
thereof, the shares of stock of said Company registered in the name of the
undersigned. The undersigned instructs all such proxies to vote such shares
as follows upon the following matters, which are described more fully in the
accompanying proxy statement:
I authorize and instruct my Proxy to:

1. VOTE FOR____ all nominees for the Company's Board of Directors listed
below; except that I WITHHOLD AUTHORITY for the following nominees (if any)

Robert V. Tarantino ____ Roger C. Cady ____ Rose Ann Giordano ____
Thomas A. Majewski ____ Bernard L. Riley ____ John H. Freeman ____

VOTE WITHHELD____ from all nominees.

2. VOTE FOR____ AGAINST____ ABSTAIN____ ratification of the selection
of KPMGJ.H. Cohn, LLP to be the independent auditors of the Company for the
fiscal year ending April 30, 2006.2007.

(Continued, and to be signed, on the other side)

(See other side)

3. In their discretion, to vote upon such other business as may properly
come before the meeting and all adjournments thereof. This proxy when
properly executed will be voted in the manner directed herein by the
undersigned stockholder. If no direction is made, this proxy will be voted
for Proposals 1 and 2.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by
President or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.

Signature

Signature if held jointly

Dated 20052006

PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.