UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2006

                                      or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number:             1-8266

                             DATARAM CORPORATION
            (Exact name of registrant as specified in its charter)

           New Jersey                                22-1831409
 (State or other jurisdiction of         (I.R.S.  Employer Identification No.)
 incorporation or organization)

       P.O. Box 7528, Princeton, NJ                    08543
 (Address of principal executive offices)            (Zip Code)

                                (609) 799-0071
             (Registrant's telephone number, including area code)

_____________________________________________________________________________
  (Former name, former address and former fiscal year, if changed since last
                               report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X] Yes   [ ] No

     Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer.  See definitions of
"accelerated filer and large accelerated filer" in Rule 12b of the Exchange
Act.  (Check One):

Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated filer [X]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  [ ] Yes   [X] No

     As of March 2, 2006, there were 8,481,396 shares outstanding of the
Company's Common Stock, $1.00 par value.


                           PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                        Dataram Corporation and Subsidiaries
                            Consolidated Balance Sheets
                         January 31, 2006 and April 30, 2005
                                     (Unaudited)

                                            January 31, 2006    April 30, 2005
Assets
Current assets:
   Cash and cash equivalents                   $ 14,979,088      $   9,281,520
   Trade receivables, less allowance
     for doubtful accounts and sales returns
     of $300,000 in 2006 and $325,000 in 2005     4,171,068          8,396,757
   Inventories                                    1,873,695          2,368,733
   Note receivable                                1,537,500                  0
   Deferred income taxes                          1,461,865          3,257,865
   Other current assets                             147,770            130,212
                                                 __________         __________
     Total current assets                        24,170,986         23,435,087

Deferred income taxes                             1,130,000            630,000

Property and equipment, at cost:
   Land (held for sale)                                   0            875,000
   Machinery and equipment                       12,430,422         12,205,586
                                                 __________         __________
                                                 12,430,422         13,080,586
   Less: accumulated depreciation
     and amortization                            11,665,599         11,052,145
                                                 __________         __________
Net property and equipment                          764,823          2,028,441

Other assets                                        104,988             53,815
                                                 __________         __________

                                              $  26,170,797      $  26,147,343
                                                 ==========         ==========
Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                           $   1,421,648      $   2,527,594
   Accrued liabilities                              833,240          1,438,101
                                                 __________         __________
     Total current liabilities                    2,254,888          3,965,695

Stockholders' equity:
   Common stock, par value $1.00 per share.
      Authorized 54,000,000 shares; issued and
      outstanding 8,475,396 at January 31, 2006
      and 8,361,500 at April 30, 2005             8,475,396          8,361,500
   Additional paid-in capital                     4,881,832          4,566,188
   Retained earnings                             10,558,681          9,253,960
                                                 __________         __________

        Total stockholders' equity               23,915,909         22,181,648
                                                 __________         __________
                                              $  26,170,797      $  26,147,343
                                                 ==========         ==========

See accompanying notes to consolidated financial statements.


<TABLE>
                             Dataram Corporation and Subsidiaries
                            Consolidated Statements of Earnings
                     Three and Nine Months Ended January 31, 2006 and 2005

                                       (Unaudited)



                                                          2006                              2005
                                             Three Months       Nine Months    Three Months     Nine Months

<S>                                          <C>               <C>             <C>              <C>
Revenues                                     $  9,219,857      $ 33,021,732    $ 14,430,691     $ 50,544,253

Costs and expenses:
   Cost of sales                                6,520,192        23,152,178      11,420,244       38,977,019
   Engineering and development                    287,076           846,499         316,501          947,320
   Selling, general and administrative          2,175,125         6,950,143       2,636,465        7,759,657
                                               __________        __________      __________       __________
                                                8,982,393        30,948,820      14,373,210       47,683,996

Earnings from operations                          237,464         2,072,912          57,481        2,860,257


Interest income                                   140,576           278,939          18,404           52,113
Currency gain (loss)                              (25,587)          (70,856)         55,938           49,411
Other income                                    1,915,473         2,041,473          25,000           75,000
                                               __________        __________      __________       __________
Total other income                              2,030,462         2,249,556          99,342          176,524

Earnings before income taxes                    2,267,926         4,322,468         156,823        3,036,781

Income tax provision                              863,000         1,634,000          10,000          197,000
                                               __________        __________      __________       __________
Net earnings                                 $  1,404,926      $  2,688,468    $    146,823     $  2,839,781
                                               ==========        ==========      ==========       ==========




Net earnings per share of common stock:
   Basic                                     $        .17      $        .32    $        .02     $        .33
                                               ==========        ==========      ==========       ==========
   Diluted                                   $        .16      $        .30    $        .02     $        .31
                                               ==========        ==========      ==========       ==========

Dividends per common share                   $        .05      $        .15    $        .00     $        .00
                                               ==========        ==========      ==========       ==========


See accompanying notes to consolidated financial statements.
</TABLE>




                           Dataram Corporation and Subsidiaries
                          Consolidated Statements of Cash Flows
                         Nine Months Ended January 31, 2006 and 2005
                                      (Unaudited)

                                                    2006              2005
Cash flows from operating activities:
  Net earnings                                  $ 2,688,468       $ 2,839,781
  Adjustments to reconcile net earnings
    to net cash provided by
    operating activities:
      Depreciation and amortization                 630,000           937,000
      Bad debt expense (recovery)                   (86,634)           14,692
      Gain on sale of land                       (1,915,473)                0
      Deferred income tax expense                 1,296,000                 0
      Changes in assets and liabilities:
       Decrease in trade receivables              4,312,323           905,210
       Decrease (increase) in inventories           495,038           (42,439)
       Increase in other current assets             (17,558)          (88,225)
       Increase in other assets                     (51,173)           (3,804)
       Decrease in accounts payable              (1,105,946)       (2,163,152)
       Decrease in accrued liabilities             (604,861)       (1,040,405)
                                                 __________        __________
   Net cash provided by
      operating activities                        5,640,184         1,358,658
                                                 __________        __________

Cash flows from investing activities:
   Additions to property and equipment             (241,382)         (337,857)
   Proceeds from sales of property and equipment  1,252,973            12,841
                                                 __________        __________
   Net cash provided by (used in)
   investing activities                           1,011,591          (325,016)

Cash flows from financing activities:
  Proceeds from sale of common shares under
      stock option plan(including tax benefits)     539,865           382,698
   Purchase and subsequent cancellation
      of common stock                              (229,859)                0
   Dividends paid                                (1,264,213)                0
                                                 __________        __________

   Net cash provided by (used in) financing        (954,207)          382,698
      activities                                 __________        __________

Net increase in cash and
   cash equivalents                               5,697,568         1,416,340
Cash and cash equivalents at
   beginning of period                            9,281,520         6,805,957
                                                 __________        __________

Cash and cash equivalents at
   end of period                                $14,979,088       $ 8,222,297
                                                 ==========        ==========
Supplemental disclosures of cash flow information:
   Cash paid during the period for:
      Interest                                  $    20,455       $    15,030
      Income taxes                              $   263,000       $   416,087

See accompanying notes to consolidated financial statements.



                       Notes to Consolidated Financial Statements
                              January 31, 2006 and 2005
                                      (Unaudited)

(1) Basis of Presentation

The information for the three and nine months ended January 31, 2006 and 2005,
is unaudited but includes all adjustments (consisting only of normal recurring
adjustments) which, in the opinion of management, are necessary to state
fairly the financial information set forth therein in accordance with
accounting principles generally accepted in the United States of America. The
interim results are not necessarily indicative of results to be expected for
the full fiscal year. These financial statements should be read in conjunction
with the audited financial statements for the year ended April 30, 2005
included in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission.


(2) Summary of Significant Accounting Policies

Net Earnings Per Share

Net earnings per share is presented in accordance with Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings Per Share". Basic net earnings
per share is computed by dividing the net earnings by the weighted average
number of shares of common stock issued and outstanding during the period. For
purposes of calculating diluted net earnings per share for the three and nine
months ended January 31, 2006 and January 31, 2005, the denominator includes
both the weighted average number of shares of common stock issued and
outstanding and also includes the dilutive effect of stock options outstanding
(using the treasury stock method).

The following presents a reconciliation of the numerator and denominator used
in computing Basic and Diluted net earnings per share for the three and nine
month periods for fiscal 2006 and 2005.


                                   Three Months ended January 31, 2006
                                   Earnings      Shares      Per share
                                 (numerator) (denominator)   amount
                                  _________   ___________   _________

Basic net earnings per share
-net earnings and weighted
average common shares
outstanding                      $1,404,926     8,472,054     $  .17

Effect of dilutive securities
-stock options                            -       358,642        .01
                                    _______     _________     ______
Diluted net earnings per share
-net earnings, weighted
average common shares
outstanding and effect of
stock options                    $1,404,926     8,830,696     $  .16
                                   ========     =========     ======


                                   Three Months ended January 31, 2005
                                   Earnings      Shares      Per share
                                 (numerator) (denominator)   amount
                                  _________   ___________   _________

Basic net earnings per share
-net earnings and weighted
average common shares
outstanding                       $ 146,823     8,621,415     $  .02

Effect of dilutive securities
-stock options                            -       554,656          -
                                    _______     _________     ______
Diluted net earnings per share
-net earnings, weighted
average common shares
outstanding and effect of
stock options                     $ 146,823     9,176,071     $  .02
                                  =========     =========     ======

Diluted net earnings per share does not include the effect of options to
purchase 572,900 shares of common stock for the three months ended January 31,
2006 because they are anti-dilutive.

Diluted net earnings per share does not include the effect of options to
purchase 444,700 shares of common stock for the three months ended January 31,
2005 because they are anti-dilutive.

                                   Nine Months ended January 31, 2006
                                   Earnings      Shares      Per share
                                 (numerator) (denominator)   amount
                                  _________   ___________   _________

Basic net earnings per share
-net earnings and weighted
average common shares
outstanding                      $2,688,468     8,431,481     $  .32

Effect of dilutive securities
-stock options                           -        393,580        .02
                                   _______      _________     ______
Diluted net earnings per share
-net earnings, weighted
average common shares
outstanding and effect of
stock options                    $2,688,468     8,825,061     $  .30
                                  =========     =========     ======


                                    Nine Months ended January 31, 2005

                                   Earnings      Shares     Per share
                                 (numerator) (denominator)  amount
                                  _________   ___________   _________

Basic net earnings per share
-net earnings and weighted
average common shares
outstanding                      $2,839,781     8,594,292     $  .33

Effect of dilutive securities
-stock options                            -       629,024        .02
                                    _______     _________     ______
Diluted net earnings per share
-net earnings, weighted
average common shares
outstanding and effect of
stock options                    $2,839,781     9,223,316     $  .31
                                  =========     =========     ======

Diluted net earnings per share does not include the effect of options to
purchase 572,900 shares of common stock for the nine months ended January 31,
2006 because they are anti-dilutive.

Diluted net earnings per share does not include the effect of options to
purchase 366,037 shares of common stock for the nine months ended January 31,
2005 because they are anti-dilutive.

Dividends

On May 31, 2005 the Company's Board of Directors approved the initiation of a
common stock quarterly cash dividend program. Cash dividends paid in the three
and nine months ended January 31, 2006 were $423,557 and $1,264,213,
respectively. No cash dividends were paid during the three and nine months
ended January 31, 2005. Each of the cash dividends paid in the current fiscal
year were paid at the rate of $0.05 per share. On February 27, 2006, the Board
of Directors declared another $0.06 per share cash dividend, payable on March
22, 2006 to shareholders of record as of March 9, 2006.

Common Stock Repurchases

During the three months ended July 31, 2005 the Company repurchased 51,450
shares of common stock at a cost of $229,859 and zero shares were repurchased
in the subsequent six months period ended January 31, 2006. Shares were
purchased pursuant to a repurchase authorization announced on December 4, 2002
pursuant to which the Company was authorized to repurchase a total of 500,000
shares of its common stock. As of January 31, 2006, 172,196 shares remain
available for repurchase under the plan.  This repurchase program does not
have an expiration date.

Stock-Based Compensation

As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation", the
Company accounts for stock-based compensation arrangements in accordance with
provisions of Accounting Principles Board (APB) Opinion No. 25 "Accounting for
Stock Issued to Employees" and related interpretations. Compensation expense
for stock options issued to employees is based on the difference on the date
of grant, between the fair value of the Company's stock and the exercise price
of the option. No stock-based employee compensation cost is reflected in net
earnings, as all options granted under those plans had exercise prices equal
to the market value of the underlying common stock at the date of grant.


The following table illustrates the pro forma effect on net earnings and
earnings per share if the Company had applied the fair value recognition
provisions of SFAS No. 123 to stock-based compensation:


                                 Three Months Ended        Nine Months Ended
                                     January 31,               January 31,
                                 -------------------     -------------------
                                   2006       2005        2006       2005
                                 --------   --------   ---------  ----------


Net earnings as reported        $1,404,926  $146,823  $2,688,468  $2,839,781
Deduct:  Total stock-based
 employee compensation expense
 determined under fair value
 based method for all awards,
 net of related tax effects       (129,555) (201,877)   (443,546)   (552,843)
                               -----------  --------  ----------  ----------

Pro forma net earnings (loss)  $ 1,275,371  $(55,054) $2,244,922  $2,286,938
                               ===========  ========  ==========  ==========

Earnings (loss) per share:
 Basic - as reported           $      0.17  $   0.02  $     0.32  $     0.33
                               ===========   =======  ==========  ==========
 Basic - pro forma             $      0.15  $  (0.01) $     0.27  $     0.27
                               ===========   =======  ==========  ==========

 Diluted - as reported         $      0.16  $   0.02  $     0.30  $     0.31
                               ===========   =======  ==========  ==========
 Diluted - pro forma           $      0.14  $  (0.01) $     0.25  $     0.25
                               ===========   ======== ==========  ==========



Cash and cash equivalents

Cash and cash equivalents consist of unrestricted cash, money market accounts
and commercial paper with original maturities of three months or less.

(3) Inventory valuation

Inventories are valued at the lower of cost or market, with costs determined
by the first-in, first-out method. Inventories at January 31, 2006 and April
30, 2005 consist of the following categories:

                    January 31, 2006    April 30, 2005
                    ________________    ______________
Raw material        $      1,145,000    $    1,136,000
Work in process              160,000            77,000
Finished goods               569,000         1,156,000
                    ________________    ______________
                    $      1,874,000    $    2,369,000
                    ================    ==============

(4) Note receivable/Other income

On July 29, 2002, the Company entered into an agreement to sell its
undeveloped land for a price of $3,000,000. The agreement was amended on
October 20, 2004. The amendment extended the term of the agreement to
September 29, 2005. The agreement was further amended on September 29, 2005.
The amendment extended the term of the agreement to March 29, 2006 and the
purchase price was amended to $3,150,000. The increase in purchase price was
subject to pro rata reduction if a closing occurred prior to March 29, 2006.
On December 29, 2005, this sale closed. The purchase price was $3,075,000 of
which half, or $1,537,500 was paid in the form of a one-year mortgage which
accrues interest at 5% per annum. Of the remainder, $250,000 had been
previously paid as deposits and $1,287,500 was received at closing in cash.
Prior to the closing, the land had been carried at cost on the Company's
balance sheet at a value of $875,000 and was shown as an asset held for sale.

(5)Financial information by geographic location

The Company operates in one business segment and develops, manufactures and
markets a variety of memory systems for use with network servers and
workstations which are manufactured by various companies. Revenues for the
three and nine month periods ended January 31, 2006 and 2005 by geographic
region is as follows:

                                      Three months ended     Nine months ended
                                       January 31, 2006      January 31, 2006
                                       ________________      ________________
United States                          $      5,825,000      $     23,152,000
Europe                                        2,042,000             6,813,000
Other
  (principally Asia Pacific Region)           1,353,000             3,057,000
                                       ________________      ________________
Consolidated                           $      9,220,000      $     33,022,000
                                       ================      ================

                                      Three months ended     Nine months ended
                                      January 31, 2005       January 31, 2005
                                      ________________       ________________
United States                          $     10,906,000      $     39,520,000
Europe                                        2,158,000             6,820,000
Other (principally Asia Pacific Region)       1,367,000             4,204,000
                                       ________________      ________________
Consolidated                           $     14,431,000      $     50,544,000
                                       ================      ================

Long-lived assets (which consist of property and equipment) and total assets
by geographic region as of January 31, 2006 is as follows:

                             January 31, 2006
                    Long-lived assets     Total assets
                    _________________    ______________
United States       $         871,000    $   25,880,000
Europe                              0           270,000
Other                               0            21,000
                    _________________    ______________
Consolidated        $         871,000    $   26,171,000
                    =================    ==============

(6) Significant New Accounting Pronouncements

In December, 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 123 (revised 2004), "Share-Based Payment" (SFAS 123R). SFAS 123R addresses
the accounting for transactions in which an enterprise receives employee
services in exchange for (a) equity instruments of the enterprise or (b)
liabilities that are based on the fair value of the enterprise's equity
instruments or that may be settled by the issuance of such equity instruments.
SFAS 123R supersedes APB No. 25 and requires that such transactions be
accounted for using a fair-value based method. SFAS 123R requires companies to
recognize an expense for compensation cost related to share-based payment
arrangements, including stock options and employee stock purchase plans. The
Company is required to implement the proposed standard no later than May 1,
2006. The Company is currently evaluating option valuation methodologies and
assumptions related to its stock compensation plans.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of Accounting Research Bulletin (ARB) No. 43, Chapter 4". SFAS 151, amends ARB
43, Chapter 4, to clarify that abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage) should be recognized
as current-period charges.  In addition, this statement requires that
allocation of fixed production overheads to the cost of conversion be based on
the normal capacity of the production facilities. The provisions of this
statement are effective for the Company beginning May 1, 2006. The Company
does not believe that this statement will have a material effect on the
Company's consolidated financial statements.


(7) Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of
credit risk consist primarily of cash and cash equivalents and trade
receivables. The Company maintains its cash and cash equivalents in financial
institutions and brokerage accounts.  To the extent that such deposits exceed
the maximum insurance levels, they are uninsured. In regard to trade
receivables, the Company performs ongoing evaluations of its customers'
financial condition, as well as general economic conditions and, generally,
requires no collateral from its customers.


(8) Use of estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.



Item 2.  Management's Discussion and Analysis of
Financial Condition and Results of Operations


This Management's Discussion and Analysis of Financial Condition and Results
of Operations contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and section 21E of the
Securities and Exchange Act of 1934, as amended. The information provided in
this interim report may include forward-looking statements relating to future
events, such as the development of new products, the commencement of
production or the future financial performance of the Company. Actual results
may differ from such projections and are subject to certain risks including,
without limitation, risks arising from: changes in the price of memory chips,
changes in the demand for memory systems for workstations and servers,
increased competition in the memory systems industry, delays in developing and
commercializing new products and other factors described in the Company's most
recent Annual Report on Form 10-K filed with the Securities and Exchange
Commission which can be reviewed at http://www.sec.gov.

Executive Overview

Dataram Corporation is a developer, manufacturer and marketer of large
capacity memory products primarily used in high performance network servers
and workstations. The Company provides customized memory solutions for
original equipment manufacturers (OEMs) and compatible memory for leading
brands including Dell, Hewlett-Packard, IBM, Silicon Graphics and Sun
Microsystems. The Company also manufactures a line of memory products for AMD
and Intel motherboard-based servers for sale to OEMs and channel assemblers.

The Company's memory products are sold worldwide to OEMs, distributors, value-
added resellers and end users. The Company has a manufacturing facility in the
United States with sales offices in the United States, Europe and Japan.

The Company is an independent memory manufacturer specializing in high
capacity memory and competes with several other large independent memory
manufacturers as well as the OEMs mentioned above. The primary raw material
used in producing memory boards is dynamic random access memory (DRAM) chips.
The purchase cost of DRAM chips typically represents approximately 75% of the
total cost of a finished memory board. Consequently, average selling prices
for computer memory boards are significantly dependent on the pricing and
availability of DRAM chips.

Liquidity and Capital Resources

The Company's cash and working capital position remain strong. As of January
31, 2006, cash and equivalents amounted to $15.0 million and working capital
amounted to $21.9 million, reflecting a current ratio of 10.7, compared to
cash and equivalents of $9.3 million and working capital of $19.5 million and
a current ratio of 5.9 as of April 30, 2005.

During the first nine months of fiscal year 2006, net cash provided by
operating activities totaled approximately $6.0 million. Net earnings in the
first nine months of fiscal 2006 was approximately $2.7 million and
depreciation expense was $630,000. Trade receivables also decreased by
approximately $4.3 million from year-end levels, primarily resulting from
reduced quarterly revenues. A deferred income tax provision of $1.3 million
also contributed to the cash provided by operating activities.  This is a
result of the Company's first nine months federal income tax expense being
offset by federal net operating loss (NOL) carry-forwards. The cash provided
by these sources was partially offset by a decline in accounts payable and
accrued liabilities of approximately $1.7 million primarily as result of a
reduction in raw material related purchases.

Net cash provided by investing activities of approximately $634,000 for the
nine months ended January 31, 2006, consists of the sale of the Company's
undeveloped land which had been recorded on the Company's balance sheet at
cost, or $875,000, offset by capital expenditures substantially related to the
acquisition of production testing equipment of $241,000.

Net cash used in financing activities of approximately $954,000 for the nine
months ended January 31, 2006, consists of approximately $1.3 million cash
dividend payments and open market purchases of the Company's common stock
totaling approximately $230,000, offset by approximately $540,000 of cash
received from stock option exercises.

On June 21, 2004, the Company entered into a credit facility with a bank,
which provides for up to a $5 million revolving credit line. Advances under
the facility are limited to 75% of eligible receivables, as defined in the
agreement. The agreement provides for LIBOR rate loans and base rate loans at
an interest rate no higher than the bank's base commercial lending rate. The
Company is required to pay a commitment fee equal to one eighth of one percent
per annum on the unused commitment. The agreement contains certain restrictive
covenants, specifically a trailing twelve month profitability requirement, a
current asset to current liabilities ratio, a total liabilities to tangible
net worth ratio and certain other covenants, as defined in the agreement. The
agreement was amended on April 4, 2005. The effect of the amendment was to
increase the limit of the Company's combined open market stock repurchases and
dividend payments to $2.5 million per year from $1.0 million per year without
prior waiver. The Company is in compliance with all covenants of the agreement
and there have been no borrowings against the credit line through January 31,
2006. The agreement expires on June 21, 2006. The Company intends to renew the
agreement prior to the expiration date.

Management believes that the Company's cash flows generated from operations
will be sufficient to meet short term liquidity needs as the Company does not
expect any unforeseen demands beyond general operating requirements for cash.
Management further believes that its working capital together with internally
generated funds from its operations and its bank line of credit are adequate
to finance the Company's long term operating needs and future capital
requirements.

Future minimum lease payments under noncancellable operating leases (with
initial or remaining lease terms in excess of one year) as of April 30, 2005
are as follows:

                                        Operating leases
Year ending April 30:                   ________________

    2006                                 $      465,000

    2007                                         48,000

    2008 and thereafter                               0
                                         ______________

Total minimum lease payments             $      513,000
                                         ==============

On January 11, 2006 the Company entered into a new lease of its existing
manufacturing and office space in Ivyland, Pennsylvania. The landlord is G.S.
Developers, which is unaffiliated with the Company, the Company's officers and
the Company's directors. This lease is for a five-year term commencing
February 1, 2006.

On January 13, 2006 the Company entered into an Addendum to a lease of its
existing office space in West Windsor, New Jersey dated September 19, 2000.
The landlord is WPD, L.L.C., which is unaffiliated with the Company, the
Company's officers and the Company's directors. This Addendum renews the
Company's lease for a five-year term commencing July 1, 2006 for a reduced
area (15,200 sq. ft. versus 24,050 sq. ft.) and was entered into in lieu of
exercising an existing option for the entire space.

Additional future minimum lease payments under these noncancellable operating
leases as of January 31, 2006 are as follows:

                                        Operating leases
Year ending April 30:                   ________________

    2006                                 $      52,000

    2007                                       354,000

    2008                                       389,000

    2009                                       397,000

    2010                                       404,000

    Thereafter                                 394,000
                                        ______________

    Total minimum lease payments         $   1,990,000
                                        ==============

The Company has no other material commitments.

On July 29, 2002, the Company entered into an agreement to sell its
undeveloped land for a price of $3.0 million. The agreement was amended on
October 20, 2004. The amendment extended the term of the agreement to
September 29, 2005. The agreement was further amended on September 29, 2005.
The amendment extended the term of the agreement to March 29, 2006 and the
purchase price was amended to $3.15 million. The increase in purchase price
was subject to pro rata reduction if a closing occurred prior to March 29,
2006. On December 29, 2005, this sale closed. The purchase price was $3.075
million of which half, or $1.538 million, was paid in the form of a one-year
mortgage which accrues interest at 5% per annum. Of the remainder, $250,000
had been previously paid as deposits and $1.288 million was received at
closing in cash. Prior to the closing, the land had been carried at cost on
the Company's balance sheet at a value of $875,000 and was shown as an asset
held for sale.

On December 4, 2002, the Company announced an open market repurchase plan
providing for the repurchase of up to 500,000 shares of the Company's common
stock. As of January 31, 2006, the total number of remaining shares authorized
for purchase under the program is 172,196 shares. The Company purchased 51,450
shares during the first quarter of fiscal 2006 at a total cost of
approximately $230,000. There were no shares purchased during the second and
third quarter of fiscal 2006.


Results of Operations

Revenues for the three month period ended January 31, 2006 were $9,220,000
compared to revenues of $14,431,000 for the comparable prior year period.
Fiscal 2006 nine month revenues totaled $33,022,000 versus nine month revenues
of $50,544,000 in the prior year. The decrease in revenues is primarily
attributable to a decrease in shipments to one OEM customer. Last year's
fiscal third quarter and nine months included $4,061,000 and $18,156,000,
respectively, of revenues from shipments to that customer compared to $13,000
and $3,050,000 for the comparable current year periods. Additionally,
primarily as a result of declining DRAM prices, the Company's selling prices
in fiscal 2006's third quarter and nine months decreased by approximately 21%
and 17%, respectively, from the comparable prior year periods.

Revenues for the three and nine month periods ended January 31, 2006 and 2005
by geographic region were:


                                       Three months ended    Nine months ended
                                       January 31, 2006      January 31, 2006
                                       ________________      ________________
United States                          $      5,825,000     $     23,152,000
Europe                                        2,042,000            6,813,000
Other (prinicipally Asia Pacific Region)      1,353,000            3,057,000
                                       ________________     ________________
Consolidated                           $      9,220,000     $     33,022,000
                                       ================     ================


                                       Three months ended    Nine months ended
                                       January 31, 2005      January 31, 2005
                                       ________________      ________________
United States                          $     10,906,000     $     39,520,000
Europe                                        2,158,000            6,820,000
Other (prinicipally Asia Pacific Region)      1,367,000            4,204,000
                                       ________________      _______________
Consolidated                           $     14,431,000     $     50,544,000
                                       ================     ================



Cost of sales for the third quarter and nine months were 71% and 70% of
revenues, respectively, versus 79% and 77% for the same prior year periods.
Gross margins have been higher than the Company's historical norm of 25% and
reflect a higher than normal shipment percentage of larger capacity memory.
Large capacity memory usually commands higher gross margins. Also, management
expects that cost of sales as a percentage of revenue will generally be
approximately 75%, which is in line with its historical norm. Fluctuations
either up or down of 3% or less in any given quarter are not unusual and can
result from many factors, some of which are a rapid change in the price of
DRAMs, or a change in product mix possibly resulting from a large order or
series of orders for a particular product or a change in customer mix.

Engineering and development costs in fiscal 2006's third quarter and nine
months were $287,000 and $846,000, respectively, versus $317,000 and $947,000
for the same prior year periods. The Company intends to maintain its
commitment to the timely introduction of new memory products as new computers
are introduced.

Selling, general and administrative costs in fiscal 2006's third quarter and
nine months decreased by $461,000 and $810,000 from the comparable prior year
periods. Of these amounts, reduced depreciation and amortization expense
account for $69,000 and $207,000, respectively of the three and nine month
expense reductions. The balance and majority of the total expense reduction is
primarily the result of decreased salary and employee related cost due to
employee attrition.

Other income (expense), for the third quarter and nine months of fiscal 2006
totaled $2,030,000 and $2,250,000, respectively, compared to $99,000 and
$177,000 for the comparable periods in fiscal 2005. Other income in fiscal
2006's third quarter consisted primarily of $1,915,000 related to the sale of
the Company's land, and interest income net of interest expense of $141,000.
Other income in fiscal 2005's third quarter consisted primarily of foreign
currency gains of $56,000 and a $25,000 scheduled non-refundable payments
related to the sale of the Company's land. Other income in fiscal 2006's nine
months consisted primarily of the aforementioned gain on sale of the land as
well as an additional $125,000 of scheduled non-refundable payments related to
the land sale received in the first half of the fiscal year. Current year nine
month interest income net of interest expense is $279,000. Prior year nine
month other income consisted primarily of foreign currency gains of $49,000,
$52,000 of net interest income and $75,000 of payments related to the land
sale.

Income tax expense for the third quarter and nine months of fiscal 2006 were
$863,000 and $1,634,000 respectively, verses $10,000 and $197,000 for the same
prior year periods. The Company's effective tax rate for financial reporting
purposes in fiscal 2006 is approximately 38%.  However, the Company has
federal NOL carryforwards totaling approximately $10.9 million and therefore
will continue to make cash payments for income taxes at an approximate rate of
7% of pretax earnings until it utilizes all of its NOL carryforwards. During
last fiscal year's third quarter and nine months the Company accrued 6.5% for
state income taxes only as it had, at that time, a valuation allowance on its
deferred income taxes. The Company reversed the valuation allowance in the
fourth quarter of fiscal 2005.

Critical Accounting Policies

During December 2001, the Securities and Exchange Commission (SEC) published a
Commission Statement in the form of Financial Reporting Release No. 60 which
encouraged that all registrants discuss their most "critical accounting
policies" in management's discussion and analysis of financial condition and
results of operations. The SEC has defined critical accounting policies as
those that are both important to the portrayal of a company's financial
condition and results, and that require management's most difficult,
subjective or complex judgments, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain. While the
Company's significant accounting policies are summarized in Note 1 to the
consolidated financial statements included in the Company's Form 10-K for the
fiscal year ended April 30, 2005, the Company believes the following
accounting policies to be critical:

Revenue Recognition- Revenue is recognized when title passes upon shipment of
goods to customers. The Company's revenue earning activities involve
delivering or producing goods. The following criteria are met before revenue
is recognized: persuasive evidence of an arrangement exists, shipment has
occurred, selling price is fixed or determinable and collection is reasonably
assured. The Company does experience a minimal level of sales returns and
allowances for which the Company accrues a reserve at the time of sale in
accordance with SFAS No. 48, "Revenue Recognition When Right of Return
Exists". Estimated warranty costs are accrued by management upon product
shipment based on an estimate of future warranty claims.

Income Taxes- The Company utilizes the asset and liability method of
accounting for income taxes in accordance with the provisions of SFAS No. 109,
"Accounting for Income Taxes". Under the asset and liability method of SFAS
No. 109, deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. A valuation allowance is provided when it is more likely
than not that some portion or all of the deferred tax assets will not be
realized. The Company considers certain tax planning strategies in its
assessment as to the recoverability of its tax assets. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in
which those temporary differences are expected to be recovered or settled.
Under SFAS No. 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in earnings in the period that the tax rate
changes.


Use of Estimates- The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, including deferred tax asset valuation
allowances and certain other reserves and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Estimates and
assumptions are reviewed periodically and the effects of revisions are
reflected in the consolidated financial statements in the period they are
determined to be necessary. Some of the more significant estimates made by
management include the allowance for doubtful accounts and sales returns, the
deferred tax asset valuation allowance and other operating allowances and
accruals. Actual results could differ from those estimates.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company does not invest in market risk sensitive instruments. The
Company's investments consist of overnight deposits with banks and commercial
paper that matures within ninety days. The Company's rate of return on its
investment portfolio changes with short-term interest rates, although such
changes will not affect the value of its portfolio. The Company's objective in
connection with its investment strategy is to maintain the security of its
cash reserves without taking market risk with principal.

The Company purchases and sells primarily in U.S. dollars. The Company sells
in foreign currency (primarily Euros) to a limited number of customers and as
such incurs some foreign currency risk. At any given time, approximately 5 to
10 percent of the Company's accounts receivable are denominated in currencies
other than U.S. dollars. At present, the Company does not purchase forward
contracts as hedging instruments, but could do so as circumstances warrant.



Item 4. Controls and Procedures

The Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures as required by
Exchange Act Rule 13a-15(e) as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective. There were no changes in our internal controls over financial
reporting during the quarter ended January 31, 2006 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.










                        PART II - OTHER INFORMATION


Item 1.  Legal Procedings.

     On February 2, 2006 the United States District Court for the District of
Arizona entered an Order of Dismissal dismissing all claims against Dataram
Corporation in Lemelson Medical, Education & Research Foundation v. Broadcom
Corporation, CV-01-1440 PHX (HRH).


Item 1A.  Risk Factors.

     No changes from Annual Report on Form 10-K.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

     No reportable event.


Item 3.  Defaults upon Senior Securities.

     No reportable event.


Item 4.  Submission of Matters to Vote of Security Holders

     No reportable event.


Item 5.  Other Information.

     During the quarter, the Issuer amended its 2001 Stock Option Plan to
conform with Section 409 of the Internal Revenue Code to delete a power that
it has never used to grant options at an exercise price below the fair market
value of the Company's common stock on the date of grant.


Item 6.  Exhibits

Exhibit No.   Description
__________    ___________

     10(a)    Addendum D to West Windsor Lease (Incorporated by reference to
              Exhibit 10 to a Current Report on Form 8-K filed on February 14,
              2006).

     10(b)    Ivyland Lease (Incorporated by reference to Exhibit 10 to a
              Current Report on Form 8-K filed on January 26, 2006).

     10(c)    Stock Option Plan Amendment No. 1.

     31(a)    Rule 13a-14(a) Certification of Robert V. Tarantino.

     31(b)    Rule 13a-14(a) Certification of Mark E. Maddocks.

     32(a)    Section 1350 Certification of Robert V. Tarantino (furnished not
              filed).

     32(b)    Section 1350 Certification of Mark E. Maddocks (furnished not
              filed).







SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    DATARAM CORPORATION

                                    MARK E. MADDOCKS
Date: March 6, 2006              By:____________________________
                                    Mark E. Maddocks
                                    Vice President, Finance
                                    (Principal Financial Officer)