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 240.14a-11(c) or
240.14a-12

DATARAM CORP.

(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)(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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2) Form, Schedule or Registration Statement No.:

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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 10, 19979, 1998

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-Hightstown Road, Windsor
Business Park, West Windsor, New Jersey, on Wednesday, September
10, 19979, 1998 at 2:00 p.m., for the following purposes:

(1) To elect five (5) 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 KPMG Peat Marwick LLP as the
independent certified public accountants of the Company
for the fiscal year ending April 30, 1998.1999.

(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
25th24th day of July 19971998 are entitled to notice of and to vote at
this meeting.

By order of the Board of Directors
Thomas J. Bitar, Secretary

August 4, 19973, 1998

The Company's 19971998 Annual Report is Enclosed.

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

1
[LOGO]

DATARAM CORPORATION

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 10, 19979, 1998

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 08543-7528,08543-
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-Hightstown Road, Windsor Business
Park, West Windsor, New Jersey on Wednesday, September 10, 19979, 1998 at
2:00 p.m. The close of business on July 25, 199724, 1998 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 4, 1997.3, 1998.

VOTING RIGHTS

On July 25, 1997,24, 1998, there were outstanding and entitled to
vote 3,050,4052,781,405 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, exercisable in person or by
proxy, for each share of Common Stock owned on the record date.
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 in
the proxy, the shares will be voted as directed.

With respect to each matter to be voted upon, a vote of a
majority of the number of shares voting is required for approval
or election. Abstentions will be counted as votes cast, but
proxies submitted by brokers with a "not voted" direction will
not be counted as votes cast with respect to each matter to be
voted upon where such instruction is given.

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 5455 President, Chief Executive
Officer and Director

Jeffrey H. Duncan 4748 Vice President - Manufacturing
and Engineering

Mark E. Maddocks 4546 Vice President - Finance and
Chief Financial Officer

Hugh F. Tucker 4445 Vice President - Sales

Robert V. Tarantino has been employed by the Company since
1970. He beganhas served as a project engineer and has held such positions
as Manufacturing Supervisor, Manufacturing Manager and Operations
Manager. He was elected Vice President of Operations in 1972,
Executive Vice President in 1979, President and Chief Operating
Officer in 1984 and Chief Executive Officer
insince 1986.

Jeffrey H. Duncan has been employed by the Company since
1974. In 1983, he was promoted to Senior Project Engineer. In
1986, he was promoted to Custom Systems Manager. In 1988 he was
named Engineering Manager, and in 1989,1990, he became Director of
Engineering. In 1990, he was elected Vice President-Engineering. InSince
1995, he was namedserved as Vice President - Manufacturing and
Engineering.

Mark E. Maddocks has been employed by the Company since
1978. He began as a staff accountant. In 1982, he was promoted
to the position of Data Processing Supervisor. In 1983,1986 he became
Accounting Manager, and in 1986, he was named Controller. InSince 1996 he was namedhas served as Vice President - Finance
and Chief Financial Officer.

Hugh F. Tucker has been employed by the Company since 1983,
initially as Western Regional Sales Manager. In 1995 he was
promoted tobecame
Director of Sales and Marketing. InSince 1996 he was
electedhas served as
Vice President - Sales.

ELECTION OF DIRECTORS

Five (5) 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 five (5) 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, except Mr. Cady who was elected
by the Board of Directors to fill a vacancy:meetings.

Name of Nominee Age
_______________ ___

Robert V. Tarantino 5455

Richard Holzman 6364

Thomas A. Majewski 4546

Bernard L. Riley 6768

Roger C. Cady 5960

Mr. Tarantino is an executive officer of the Company. Mr.
Tarantino has been a director since 1981.

Richard Holzman has been retired since August of 1995. From
January of 1994 until August of 1995, he had been Vice-President
of Optika Imaging Systems. Prior to that, and for more than five
years, he had served as President of Teamworks Technologies,
Inc., a software development company. Mr. Holzman has been a
Director since 1978.

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.

3
Bernard L. Riley retired as Executive Vice President and
Chief Financial Officer in December of 1995 but continuescontinued as an
employee of the Company handling special projects.projects into the last
fiscal year. 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.

Roger C. Cady is a founder and principal of Arcadia
Associates, a strategic consulting and mergers and acquisitions
advisory firm. Prior to that he was employed as Vice President
of Business Development for Dynatech Corporation, a diversified
communications equipment manufacturer. 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.

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, and all directors and executive
officers collectively, as of July 25, 1997.24, 1998. 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 Director Amount and Percent
or Number of Nature of of
Persons in Group Beneficial Ownership Class(1)
___________________ ____________________ ________

Robert V. Tarantino 364,128(2) 11.6%12.6%

Richard Holzman 44,960(3) 1.5%21,160(3) *

Thomas A. Majewski 33,000(3) 1.1%10,500(3) *

Bernard L. Riley 38,500(4) 1.2%15,000(3) *

Roger C. Cady 7,500(5)15,000(4) *

Directors and 601,780(6) 18.0%573,527(5) 18.8%
executive officers
as a group (8 persons)

James R. Levitas 176,900(7) 5.8%176,900 6.4%
________

(1) On July 25, 1997, 3,050,40524, 1998, 2,781,405 shares were outstanding.

(2) Of this amount, 5,700 shares are held by Mr. Tarantino's wife
and 100,000 shares may be acquired by the exercise of options
held. Mr. Tarantino's address is 186 Princeton Hightstown Road,
Windsor Business Park, West Windsor, New Jersey 08550.

(3) Of this amount, 30,0007,500 shares may be acquired by the exercise
of options held.

(4) Of this amount, 31,00015,000 shares may be acquired by the exercise
of options held.

(5) These shares may be acquired by the exercise of options held.

(6) Of this amount, 297,500232,000 shares may be acquired by the
exercise of options held by executive officers under the
Company's incentive and non-statutory stock option plan, and
98,00037,500 shares may be acquired by exercise of options held by
outside directors.

(7)(6) As reported in a filing with the Securities and Exchange
Commission on Schedule 13D on February 20, 1997 Mr. Levitas
owns 3,000 shares and has investment discretion over 173,900
shares held by LEVCO, Partners, and L.P. and in managed accounts
over which Mr. Levitas has investment discretion. Mr. Levitas
reports his address as being Levitas & Company, 230 Park Avenue,
Suite 1549, New York, New York 10169

* Less than 1%.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid for the fiscal years ended April 30,
1995,
1996, 1997 and 19971998 to the Company's Chief Executive Officer and the three executive officers.

Summary Compensation Table

Annual Compensation Long Term Compensation
___________________________ ______________________

Other
Name and Annual Stock Other
Principal Fiscal Compen- Options Compen-
Position(1) Year Salary Bonus sation Awarded sation(2)
___________ _____ _______ ______ ______ _______ _________

Robert V. Tarantino 1998 261,050 91,033 -- 100,000 15,105
President, Chief Executive 1997 249,050 180,000 -- -- 14,400
President, Chief ExecutiveOfficer, Director 1996 238,050 32,445 -- -- 11,423

Officer, Director 1995 230,635 -- -- -- 12,900

Jeffrey H. Duncan 1998 164,925 53,938 -- 50,000 9,340
Vice President - Manu- 1997 154,050 58,000 -- 25,000 8,700
Vice President - Manu-facturing and Engineering 1996 144,550 19,467 -- -- 9,275

facturing and Engineering 1995 124,990 -- -- -- 6,932

Mark E. Maddocks 1998 159,550 52,423 -- 10,000 --
Vice President - Finance, 1997 149,050 56,000 -- 25,000 4,846
Vice President - Finance,Chief Financial Officer 1996 121,323 14,093 -- 40,000 6,707

Chief Financial Officer 1995 95,475Hugh F. Tucker 1998 182,300 56,835 -- -- -- 5,603

Hugh F. Tucker10,385
Vice President - Sales 1997 174,050 82,000 -- 45,000 7,425
Vice President - Sales 1996 175,550 -- -- 30,000 9,633
and Marketing 1995 125,059 -- -- -- 7,504

________

(1) No other executive officer had annual compensation in excess of $100,000 in fiscal 1997.1998.

(2) Payments by the Company to a plan trustee under the Company's Savings and Investment
Retirement Plan, a 401(k) plan. The Company todoes not have a plan trustee under the Company's Savings and Investment Retirement
Plan, a 401(k) plan. The Company does not have a pension plan.

/TABLE
5
The following table provides information concerning options
granted to named executive officers in the fiscal year ended
April 30, 1997:

Option Grants in Fiscal 1997pension plan.

The following table provides information concerning options
granted to named executive officers in the fiscal year ended
April 30, 1998:

Option Grants in Fiscal 1998

Percent Exercise Expiration
Name Number of Total Price($) Date 5%(1) 10%(1)

Robert V. Tarantino 100,000 43% 8.44 11/19/07 432,452 1,106,056

Mark E. Maddocks 10,000 4% 8.44 11/19/07 43,645 110,606

Jeffrey H. Duncan 50,000 22% 8.44 11/19/07 216,222 553,028

Hugh F. Tucker -- -- -- -- -- --
__________________
(1) Potential realizable value at assumed annual rates of stock price
appreciation for option term.

The following table provides information concerning option
exercises by named executive officers during the fiscal year
ended April 30, 1998 and the number and value of the named
executive officers' unexercised options at fiscal year ended
April 30, 1998:

Option Exercises and Values at April 30, 1998

Value of
Unexercised
Number of In-the-Money
Options at Options at
April 30, 1998 April 30, 1998
______________ ______________

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

Robert V. Tarantino -- -- -- -- -- --100,000 481,250
100,000 350,000

Mark E. Maddocks 25,000 15% 6.94 11/28/06 109,113 276,514-- -- 39,000 202,625
46,000 238,000

Jeffrey H. Duncan 25,000 15% 6.94 11/28/06 109,113 276,514-- -- 21,000 265,625
70,000 275,000

Hugh F. Tucker 45,000 27% 6.94 11/28/06 196,404 497,726
__________________
(1) Potential realizable value at assumed annual rates of stock price
appreciation for option term.

The following table provides information concerning option
exercises by named executive officers during the fiscal year
ended April 30, 1997 and the number and value of the named
executive officers' unexercised options at fiscal year ended
April 30, 1997:

Option Exercises and Values at April 30, 1997

Value of
Unexercised
Number of In-the-Money
Options at Options at
April 30, 1997 April 30, 1997
______________ ______________

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

Robert V. Tarantino -- -- 80,000 120,000
20,000 30,000

Mark E. Maddocks -- -- 16,000 27,000
59,000 105,188

Jeffrey H. Duncan 6,000 13,500 46,000 60,000
35,000 57,188

Hugh F. Tucker -- -- 6,000 21,000
69,000 159,938

PERFORMANCE GRAPH

COMPARISON OF THE FIVE-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:

4/92 4/93 4/94 4/95 4/96 4/97
____ ____ ____ ____ ____ ____

Dataram 100 61 34 33 40 59

Peer Group** 100 90 139 165 252 339

S&P 500 100 109 115 135 176 220]

* $100 invested on 4/30/92 in stock or index including
reinvestment of dividends, fiscal year ending April 30.

Computer-Memory Devices Peer Group (compiled by Investor's
Business Daily) includes the following companies: Alliance
Semiconductor, Inc.; Applied Magnetics Corp.; Cambex Corp.;
Catalyst Semiconductor, Inc.; Ciprico, Inc.; Dataram Corp.; Disc,
Inc.; Drexler Technology Corp.; EMC Corp. Mass.; Emulex Corp.;
Exabyte Corp.; IPL System, Inc.; Iomega Corp.; Komag, Inc.;
Microchip Technology, Inc.; Network Imaging Corp.; Pinnacle Micro
Inc.; Quantum Corp.; Ramtron International Corp.; Read-Rite
Corp.; Rimage Corp.; Seagate Technology; Stac, Inc.; Storage
Technology Corp.; Syquest Technology, Inc.; Veritas Software Co.;
and Zitel Corp.

Employment Agreement. As of May 1, 1997, Robert V. Tarantino
entered into an Employment Agreement with the Company. The
Employment Agreement is scheduled to expire on April 30, 2002.
If not terminated at that time it continues on a year to year
basis until terminated by one of the parties. It provides for
compensation of $252,000 subject to annual review by the Board of
Directors. In addition Mr. Tarantino will receive a bonus based
upon a formula which shall be reviewed and approved annually by
the Board of Directors (See "Report of the Compensation and Stock
Option Committee of the Board of Directors on Executive
Compensation-Bonuses). The Employment Agreement may be
terminated by the Company for cause and expires upon the death,
or six months after the onset of the disability, of the
executive. In the event of termination within a year of a change
of control, Mr. Tarantino is entitled to damages for the breach
of the Employment Agreement or, if greater, one year's base
salary plus three months additional salary at the then current
rate for each year of the Agreement in which the pre-tax
operating profits shall have exceeded 110% of the greater of the
prior year's actual pre-tax operating profit or a minimum base
pre-tax operating profit. The Employment Agreement contains
terms concerning confidentiality, assignment and disclosure of
inventions and post-employment restrictions on competition.

Compensation Committee Interlocks and Insider 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.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Company's compensation policies applicable to its
executive officers are administered by the Compensation and Stock
Option Committee (the "Committee") of the Board of Directors.
All members of the Committee are non-employee 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 (compiled by the American Electronics
Association) and determined the base salary for the President and
Chief Executive Officer, Robert V. Tarantino.

Base salaries for other executive officers for the fiscal
year ended April 30, 1997 were determined by the President and
Chief Executive Officer.

Bonuses

The Committee reviewed and gave final approval for a bonus
plan for the President and Chief Executive Officer and for other
executive officers. This bonus plan, similar to plans adopted in
prior years, is based on a distribution of a percentage
(approximately 6% this year) of pre-tax operating profits based
on meeting or exceeding stated objectives.
8
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 stockholder approved option plan at an
exercise price equal to the market price of the Common Stock at
the date of grant. If there is no appreciation in the market
price for the Company's Common Stock, the options are valueless.

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 ten year
option with a deferred vesting provision for four or five years.

Compensation and Stock Option Committee

Richard Holzman
Thomas A. Majewski
Roger C. Cady

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors has selected KPMG Peat Marwick LLP as
the independent certified public accountants to the Company for
the fiscal year ending April 30, 1998.-- -- 21,000 126,500
54,000 302,625

PERFORMANCE GRAPH

COMPARISON OF THE FIVE-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:

4/93 4/94 4/95 4/96 4/97 4/98
____ ____ ____ ____ ____ ____

Dataram 100 55 54 65 96 131

Peer Group** 100 167 170 278 391 537

S&P 500 100 105 124 161 202 284]

* $100 invested on 4/30/93 in stock or index including
reinvestment of dividends, fiscal year ending April 30.

Standard Industrial Code Peer Group includes the following
companies: Access Solutions Intl., Inc.; Andataco, Inc.; ATL
Products, Inc.; Cerion Technologies, Inc.; Dataram Corp.; Disc,
Inc.; Drexler Technology Corp.; EMC Corp.; Exabyte Corp.; HMT
Technology Corp.; Intevac, Inc.; Iomega Corp.; MTI Technology
Corp.; Overland Data, Inc.; Pinnacle Micro Inc.; Procom
Technology, Inc.; Quantum Corp.; Sandisk Corp.; Seagate
Technology; Smart Modular Corporation; Storage Technology Corp.;
and Western Digital Corp.

Employment Agreement. As of May 1, 1997, Robert V. Tarantino
entered into an Employment Agreement with the Company. The
Employment Agreement is scheduled to expire on April 30, 2002.
If not terminated at that time it continues on a year to year
basis until terminated by one of the parties. It provides for a
current base compensation of $265,000 subject to annual review by
the Board of Directors. In addition Mr. Tarantino will receive a
bonus based upon a formula which shall be reviewed and approved
annually by the Board of Directors (See "Report of the
Compensation and Stock Option Committee of the Board of Directors
on Executive Compensation-Bonuses). The Employment Agreement may
be terminated by the Company for cause and expires upon the
death, or six months after the onset of the disability, of the
executive. In the event of termination within a year of a change
of control, Mr. Tarantino is entitled to damages for the breach
of the Employment Agreement or, if greater, one year's base
salary plus three months additional salary at the then current
rate for each year of the Agreement in which the pre-tax
operating profits shall have exceeded 110% of the greater of the
prior year's actual pre-tax operating profit or a minimum base
pre-tax operating profit. The Employment Agreement contains
terms concerning confidentiality, assignment and disclosure of
inventions and post-employment restrictions on competition.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

Base Salary

Base salaries for other executive officers for the fiscal
year ended April 30, 1998 were determined by the President and
Chief Executive Officer.

Bonuses

Stock Option Plan

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 ten-year
option with a deferred vesting provision of five years.

Compensation and Stock Option Committee

Richard Holzman
Thomas A. Majewski
Roger C. Cady
Bernard L. Riley

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors has selected KPMG Peat Marwick LLP as
the independent certified public accountants to the Company for
the fiscal year ending April 30, 1999. The holders of Common
Stock are asked to ratify this selection. KPMG Peat Marwick LLP
has served the Company in this capacity since the Company's
incorporation. If the shareholders fail to ratify the Board's
selection of KPMG Peat Marwick LLP, the Board will reconsider its
action in light of the shareholder vote.

The Company has been informed that neither KPMG Peat Marwick
LLP, nor any of its partners, has any direct financial interest
or any material indirect financial interest in the Company or any
of its subsidiaries, nor has any of its partners acted in the
capacity of promoter, underwriter, voting trustee, director,
officer or employee of the Company.

The Company has been advised by KPMG Peat Marwick 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.

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 1999 ANNUAL MEETING

Any shareholder wishing to present a proposal which is
intended to be presented at the 1999 Annual Meeting of
Shareholders should submit such proposal to the Company at its
principal executive offices no later than April 2, 1999. It is
suggested that any proposals be sent by certified mail, return
receipt requested.

BOARD OF DIRECTORS

The Board of Directors of the Company met five times during
the last fiscal year. The Board of Directors has a standing
Audit Committee whose members are Richard Holzman, Thomas A.
Majewski, Bernard L. Riley and Roger C. Cady. This Committee met
once during the last fiscal year. 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 and review of internal control procedures. The Board
of Directors has a standing Compensation and Stock Option
Committee whose members are Richard Holzman, Thomas A. Majewski,
Roger C. Cady and Bernard L. Riley. This Committee met twice
during the past fiscal year. The principal functions of the
Compensation and Stock Option 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 stock option plans. The Board of
Directors has a standing Nominating Committee whose members are
Richard Holzman, Thomas A. Majewski, Roger C. Cady and Bernard L.
Riley. 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. 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 $5,000. Mr. Riley was employed as an
assistant to the President in connection with which during the
past fiscal year he was paid $21,040 and a director's fee of
$10,000. During fiscal 1998 Mr. Holzman, Mr. Riley and Mr.
Majewski each received five year options to purchase 30,000
shares of the Common Stock of the Company at $8.44, the fair
market value of the Common Stock at the date of grant. Upon his
election to the Board in 1996, Mr. Cady received options to
purchase 30,000 shares of the common stock of the Company at
$6.94 per share, the fair market price at the date of grant.
Of all of these options, 25% were first exercisable on the date
of grant and 25% more are first exercisable on each succeeding
anniversary date until the option is fully exercisable.

SECTION 16(a) 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 monthly 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 except that
Mr. Cady was two months late in filing a report on Form 5 to
disclose a previously granted stock option.

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 1998 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, 1998, including the financial
statements and schedules but without exhibits, 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.

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-Hightstown Road, Windsor Business Park, West
Windsor, New Jersey, on Wednesday, September 9, 1998 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)

Richard Holzman Robert V. Tarantino
Thomas A. Majewski Bernard L. Riley Roger C. Cady

VOTE WITHHELD from all nominees.

2. ____ VOTE FOR ____ AGAINST ____ ABSTAIN approval of
KPMG Peat Marwick, LLP to be the independent auditors of the
Company for the fiscal year ending April 30, 1999.

(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 1998 ANNUAL MEETING

Any shareholder wishing to present a proposal which is
intended to be presented at the 1998 Annual Meeting of
Shareholders should submit such proposal to the Company at its
principal executive offices no later than April 4, 1998. It is
suggested that any proposals be sent by certified mail, return
receipt requested.

9
BOARD OF DIRECTORS

The Board of Directors of the Company met six times during
the last fiscal year. The Board of Directors has a standing
Audit Committee whose members are Thomas A. Majewski and Roger C.
Cady. This Committee met once during the last fiscal year. 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 and review of internal
control procedures. The Board of Directors has a standing
Compensation and Stock Option Committee whose members are Richard
Holzman, Thomas A. Majewski and Roger C. Cady. This Committee
met twice during the past fiscal year. The principal functions
of the Compensation and Stock Option 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 stock option plans. The Board of
Directors has a standing Nominating Committee whose members are
Richard Holzman and Thomas A. Majewski. 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. 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 $5,000. Mr. Riley is employed as an
assistant to the President in connection with which during the
past fiscal year he was paid $26,300. During 1992 Mr. Holzman
and Mr. Majewski each received five year options to purchase
30,000 shares of the Common Stock of the Company at $11.25, the
fair market value of the Common Stock at the date of grant. Upon
his election to the Board, Mr. Cady received options to purchase
30,000 shares of the common stock of the Company at $6.94 per
share, the fair market price at the date of grant. Of all of
these options, 25% were first exercisable on the first
anniversary of the date of grant and 25% more are first
exercisable on each succeeding anniversary date until the option
is fully exercisable.

SECTION 16(a) 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 monthly 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 except certain
options which were granted during the year to one director and
three executive officers were reported late on Form 5.

MISCELLANEOUS

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 1997 Annual Report, which is enclosed.

By Order of the Board of Directors

THOMAS J. BITAR,
Secretary

10
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, 1997, including the financial
statements and schedules but without exhibits, 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.

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-Hightstown Road, Windsor Business Park, West
Windsor, New Jersey, on Wednesday, September 10, 1997 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)

Richard Holzman Robert V. Tarantino
Thomas A. Majewski Bernard L. Riley Roger C. Cady

VOTE WITHHELD from all nominees.

2. ____ VOTE FOR ____ AGAINST ____ ABSTAIN approval of
KPMG Peat Marwick, LLP to be the independent auditors of the
Company for the fiscal year ending April 30, 1998.

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

Signature

Signature if held jointly

Dated 1997

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