Dataram Corporation
PO Box 7528
Princeton, NJ 08543

March 4, 2010

Mr. Stephen G. Krikorian
Accounting Branch Chief
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Reference:  SEC Comment Letter dated February 12, 2010

Re: Dataram Corporation
      Form 10-K for the Fiscal Year Ended April 30, 2009
      Form 8-K Filed on April 6, 2009, as Amended on May 26, 2009
      File No. 001-08266
Dear Mr. Krikorian:

Following is our response to the comments as listed in the above
referenced letter.  Please advise if additional information is
required.

In that letter, you made two comments.

COMMENT 1.

Form 10-K For the Fiscal Year Ended April 30, 2009
Notes to Consolidated Financial Statements
(2) Acquisition, Page 14

     1.  Explain why you have not included pro forma disclosures as
         outlined in paragraphs 54 and 55 of SFAS 141.

RESPONSE

Paragraph 54 of SFAS 141 requires that for a public business
enterprise, the notes to the financial statements shall include
supplemental information on a pro forma basis for the period in which a
material business combination occurs (or for the period in which a
series of individually immaterial business combinations occur that are
material in the aggregate). Paragraph 54 and Paragraph 55 of SFAS 141
define the required disclosures of supplemental information to be
included in the notes to the financial statements.

The Company concluded that the acquisition of certain assets of Micro
Memory Bank, Inc. ("MMB") was an immaterial business combination. In
evaluating the materiality of this business combination, we considered,
among other factors, the computations pursuant to Rule 8-04(b) and (c)
of Regulation S-X.  Further, the Company made no other acquisition,
material or immaterial, in its fiscal year ended April 30, 2009.
Consequently, we concluded the pro forma disclosure requirements of
Paragraphs 54 and 55 of SFAS 141 do not apply and such pro forma
information was not included in the Company's Notes to Consolidated
Financial Statements filed on Form 10-K for the fiscal year ended April
30, 2009. The computations pursuant to Rule 8-04(b) and (c) are
presented in response to Comment 2 below.

COMMENT 2.

Form 8-K Filed on April 6, 2009, as Amended on May 26, 2009

     2.  Tell us what consideration was given to whether the
         acquisition of MMB created a reporting obligation pursuant to
         Rules 8-04 and 8-05 of Regulation S-X. In this regard, please
         provide us with analysis in support of your determination that
         no financial statements or pro forma financial information was
         required following your acquisition of MMB. Your response
         should include your computations pursuant to Rule 8-04(b) and
         (c).

RESPONSE

Management considered the following provision of Rule 8-04 of
Regulation S-X and determined that no reporting obligation of MMB's
financial statements or pro forma financial information was required to
be filed on Form 8-K with regard to the Company's acquisition of
certain assets of MMB.

Rule 8-04(b) The periods for which financial statements are to be
presented are determined by comparison of the most recent annual
financial statements of the business acquired or to be acquired and the
smaller reporting company's most recent annual financial statements
filed at or before the date of acquisition to evaluate each of the
following conditions:

Rule 8-04(b (1) Compare the smaller reporting company's investments in
and advances to the acquiree to the total consolidated assets of the
smaller reporting company as of the end of the most recently completed
fiscal year.

A. Purchase price of MMB assets = $2,253,000. B. Dataram Corporation
Total Consolidated Assets @ 04/30/2008: $26,110,000. A/B = 8.6%

Rule 8-04(b) (2) Compare the smaller reporting company's proportionate
share of the total assets (after intercompany eliminations) of the
acquiree to the total consolidated assets of the smaller reporting
company as of the end of the most recently completed fiscal year.

A. MMB total assets @ 12/31/2008: $1,689,000. B. Dataram Corporation
Total Consolidated Assets @ 04/30/2008: $26,110,000. A/B = 6.5%

Rule 8-04(b) (3) Compare the smaller reporting company's equity in the
income from continuing operations before income taxes, extraordinary
items and cumulative effect of a change in accounting principles of the
acquiree exclusive of amounts attributable to any noncontrolling
interests to such consolidated income of the smaller reporting company
for the most recently completed fiscal year.

A. MMB's income as defined above for the year ended 12/31/2008:
$367,000. B. Dataram Corporation's five year average income as defined
above: $2,978,800. A/B = 12.3%

Computational note to Section 210.8-04(b): For purposes of making the
prescribed income test the following guidance should be applied: If
income of the smaller reporting company and its subsidiaries
consolidated exclusive of amounts attributable to any noncontrolling
interests for the most recent fiscal year is at least 10 percent lower
than the average of the income for the last five fiscal years, such
average income should be substituted for purposes of the computation.
Any loss years should be omitted for purposes of computing average
income.

Dataram income as defined in (3) above

FYE 4/30/2008: $2,641,000

FYE 4/30/2007: $1,220,000

FYE 4/30/2006: $4,438,000

FYE 4/30/2005: $4,117,000

FYE 4/30/2004: $2,523,000

Five Year Average: $2,978,800

Conclusion: Use Five Year Average income as denominator in (3) above.

Rule 8-04(c)(1) If none of the conditions specified in paragraph (b) of
this section exceeds 20%, financial statements are not required. If any
of the conditions exceed 20%, but none exceeds 40%, financial
statements shall be furnished for the most recent fiscal year and any
interim periods specified in Section 210.8-03. If any of the conditions
exceed 40%, financial statements shall be furnished for the two most
recent fiscal years and any interim periods specified in
Section 210.8-03.

Conclusion: Since none of the conditions specified in paragraph (b)
exceed 20%, financial statements are not required.

Rule 8-04(c) (2) The separate audited balance sheet of the acquired
business is not required when the smaller reporting company's most
recent audited balance sheet filed is for a date after the acquisition
was consummated.

Applies since date of acquisition was March 31, 2009 and Dataram
Corporation reports on an April 30 fiscal year end basis.

The Company acknowledges that concerning its filings on Form 10-K for
the fiscal period ended April 30, 2009 and its filing of Form 8-K Filed
on April 6, 2009 as Amended on May 26, 2009; the Company is responsible
for the adequacy and accuracy of the disclosure in the filings; staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filings; and the Company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Sincerely,
Dataram Corporation


/s/ Mark Maddocks
__________________________
Mark Maddocks
Vice-President, Finance
and Chief Financial Officer