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, 2009

                                         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 [ ]
Smaller reporting company [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

     Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.  Common Stock
($1.00 par value):  As of March 10, 2009, there were 8,869,184 shares
outstanding.


                           PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                        Dataram Corporation and Subsidiaries
                            Consolidated Balance Sheets
                         January 31, 2009 and April 30, 2008

                                       January 31, 2009        April 30, 2008
                                          (Unaudited)              (Note 1)
Assets
Current Assets:
   Cash and cash equivalents              $  15,136,427         $  17,641,690
   Accounts receivable, less allowance
     for doubtful accounts and sales returns
     of $290,000 at January 31, 2009 and
     $250,000 at April 30, 2008               2,571,381             4,047,317
   Inventories                                1,633,663             1,977,393
   Deferred income taxes                        269,099             1,100,866
   Other current assets                         194,633                98,051
                                             __________            __________
     Total current assets                    19,805,203            24,865,317

Deferred income taxes                         2,640,450               480,450

Property and equipment, at cost:
   Machinery and equipment                   11,523,003            11,074,596
   Leasehold improvements                     2,153,688             2,103,688
                                             __________            __________
                                             13,676,691            13,178,284
   Less: accumulated depreciation
     and amortization                        12,748,324            12,492,558
                                             __________            __________
Net property and equipment                      928,367               685,726

Other assets                                    127,344                78,771
                                             __________            __________

                                         $   23,501,364         $  26,110,264
                                             ==========            ==========

Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                      $      648,789         $   1,789,105
   Accrued liabilities                          740,114               701,862
                                             __________            __________
     Total current liabilities                1,388,903             2,490,967


Stockholders' Equity:
   Common stock, par value $1.00 per share.
      Authorized 54,000,000 shares; issued and
      outstanding 8,869,184 at January 31, 2009
      and April 30, 2008                      8,869,184             8,869,184
   Additional paid-in capital                 6,922,845             6,407,500
   Retained earnings                          6,320,432             8,342,613
                                             __________            __________

        Total stockholders' equity           22,112,461            23,619,297
                                             __________            __________
                                          $  23,501,364         $  26,110,264
                                             ==========            ==========

See accompanying notes to consolidated financial statements.


<TABLE>
                          Dataram Corporation and Subsidiaries
                         Consolidated Statements of Operations
                Three and Nine Months Ended January 31, 2009 and 2008

                                   (Unaudited)



                                                            2009                              2008
                                               3rd Quarter        Nine Months      3rd Quarter      Nine Months

<S>                                              <C>               <C>              <C>              <C>
Revenues                                     $   5,635,417      $  20,257,573    $  6,675,545     $ 23,848,470

Costs and expenses:
   Cost of sales                                 3,896,056         13,491,649       4,031,565       14,924,604
   Engineering                                     298,190            932,403         313,463          900,544
   Research and development                        574,275          1,040,625               0                0
   Selling, general and administrative           2,639,049          8,322,181       2,116,578        6,716,735
                                                __________         __________      __________       __________
                                                 7,407,570         23,786,858       6,461,606       22,541,883

Earnings (loss) from operations                 (1,772,153)        (3,529,285)        213,939        1,306,587

Other income
   Interest income, net                             86,337            276,345         194,582          597,069
   Currency gain (loss)                              5,304            (57,328)         38,665           84,113
   Other income (expense), net                           0             (1,912)              0                0
                                                __________         __________      __________       __________
Total other income                                  91,641            217,105         233,247          681,182

Earnings (loss) before income taxes             (1,680,512)        (3,312,180)        447,186        1,987,769

Income tax expense (benefit)                      (657,000)        (1,290,000)        214,000          780,000
                                                __________         __________      __________       __________
Net earnings (loss)                          $  (1,023,512)      $ (2,022,180)    $   233,186     $  1,207,769
                                                ==========         ==========      ==========       ==========

Net earnings (loss) per share of common stock
   Basic                                     $        (.12)       $      (.23)    $       .03    $         .14
                                                ==========         ==========      ==========       ==========
   Diluted                                   $        (.12)      $       (.23)    $       .03    $         .14
                                                ==========         ==========      ==========       ==========
Dividends per common share                   $         .00       $        .00     $       .06    $         .18
                                                ==========         ==========      ==========       ==========
See accompanying notes to consolidated financial statements.

</TABLE>



                           Dataram Corporation and Subsidiaries
                          Consolidated Statements of Cash Flows
                        Nine Months Ended January 31, 2009 and 2008
                                      (Unaudited)
                                                     2009             2008
Cash flows from operating activities:
   Net earnings (loss)                           $(2,022,180)  $   1,207,769
   Adjustments to reconcile net earnings (loss)
     to net cash provided by (used in)
     operating activities:
 Depreciation and amortization                       263,000         256,001
       Bad debt expense (recovery)                   192,620         (19,490)
       Stock-based compensation expense              394,045         231,421
       Other stock option expense                    121,300               0
       Loss on sale of property and equipment          1,912             707
       Deferred income tax expense (benefit)      (1,328,234)        462,549
       Excess tax benefits from sale of
         common shares under stock option plan             0         (82,000)
       Changes in assets and liabilities:
         Decrease in accounts receivable           1,283,316       2,107,537
         Decrease in inventories                     343,730         410,992
         Decrease (increase)in other current assets  (96,582)         23,628
         Decrease (increase)in other assets          (48,573)         26,217
         Decrease in accounts payable             (1,140,316)       (839,679)
         Increase (decrease)in accrued liabilities    38,252        (242,174)
                                                  __________      __________

Net cash provided by (used in)
   operating activities                           (1,997,710)      3,543,478
                                                 ___________      __________

Cash flows from investing activities:
   Collection of note receivable                           0       1,537,500
   Additions to property and equipment              (508,053)        (81,761)
   Proceeds from sale of property and equipment          500          21,333
                                                 ___________      __________
Net cash provided by (used in)
   investing activities                             (507,553)      1,477,072
                                                 ___________      __________

Cash flows from financing activities:
  Net proceeds from sale of common shares under
     stock option plan                                     0         496,632
  Excess tax benefits from sale of common
     shares under stock option plan                        0          82,000
  Dividends paid                                           0      (1,581,636)
                                                 ___________      __________

Net cash used in financing activities                      0      (1,003,004)
                                                 ___________      __________

Net increase (decrease) in cash and
   cash equivalents                               (2,505,263)      4,017,546
Cash and cash equivalents at
   beginning of period                            17,641,690      14,138,223
                                                  __________      __________
Cash and cash equivalents at
   end of period                                $ 15,136,427    $ 18,155,769
                                                  ==========      ==========


Supplemental disclosures of cash flow information:
   Cash paid during the period for:
      Interest                                  $      4,774    $      4,774
                                                  ==========      ==========
      Income taxes                              $     19,696    $    114,000
                                                  ==========      ==========
See accompanying notes to consolidated financial statements.


                           Dataram Corporation and Subsidiaries
                        Notes to Consolidated Financial Statements
                                January 31, 2009 and 2008
                                       (Unaudited)


(1) Basis of Presentation

The information for the three and nine months ended January 31, 2009 and
2008 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 consolidated financial statements should be
read in conjunction with the audited consolidated financial statements for
the year ended April 30, 2008 included in the Company's 2008 Annual Report
on Form 10-K filed with the Securities and Exchange Commission.  The April
30, 2008 consolidated balance sheet has been derived from these statements.

(2) Summary of Significant Accounting Policies

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.

Net Earnings (Loss) Per Share

Net earnings (loss) per share is presented in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share".  Basic
net earnings (loss) per share is computed by dividing the net earnings
(loss) by the weighted average number of shares of common stock issued and
outstanding during the period.  The calculation of diluted loss per share
for the three and nine months ended January 31, 2009, includes only the
weighted average number of common stock outstanding.  The denominator
excludes the dilutive effect of stock options outstanding as their effect
would be anti-dilutive.  For purposes of calculating basic earnings per
share for the three and nine months ended January 31, 2008, the denominator
includes both the weighted average number of shares of common stock plus the
dilutive effect of stock options outstanding.

The following presents a reconciliation of the numerator and denominator
used in computing basic and diluted net earnings (loss) per share for fiscal
2009 and 2008:


                                Three Months ended January 31, 2009
                                      Loss      Shares      Per share
                                 (numerator) (denominator)   amount
                                  _________   ___________   _________

Basic net loss per share
-net loss and weighted
average common shares
outstanding                      $(1,023,512)    8,869,184    $ (.12)

Effect of dilutive securities
-stock options                            -            -          -



                                   ________     _________     ______
Diluted net loss per share
-net loss, weighted
average common shares
outstanding and effect of
stock options                    $(1,023,512)    8,869,184    $ (.12)
                                   ========     =========     ======




                                   Three Months ended January 31, 2008
                                   Earnings      Shares      Per share
                                 (numerator) (denominator)   amount
                                  _________   ___________   _________

Basic net earnings per share
-net earnings and weighted
average common shares
outstanding                       $ 233,186     8,869,184     $ .03

Effect of dilutive securities
-stock options                            -         5,507         -
                                    _______     _________     ______
Diluted net earnings per share
-net earnings, weighted
average common shares
outstanding and effect of
stock options                     $ 233,186     8,874,691     $ .03
                                   ========     =========     ======


Diluted net loss per share does not include the effect of all options to
purchase shares of common stock for the three months ended January 31, 2009
because they are anti-dilutive.

Diluted net earnings per share does not include the effect of options to
purchase 826,725 shares of common stock for the three months ended January
31, 2008 because they are anti-dilutive.



                                   Nine Months ended January 31, 2009
                                      Loss      Shares      Per share
                                 (numerator) (denominator)   amount
                                  _________   ___________   _________

Basic net loss per share
-net loss and weighted
average common shares
outstanding                       $(2,022,180)   8,869,184   $ (.23)

Effect of dilutive securities
-stock options                            -             -          -
                                     _______    _________     ______
Diluted net loss per share
-net loss, weighted
average common shares
outstanding and effect of
stock options                     $(2,022,180)  8,869,184    $ (.23)
                                    ========    =========     ======








                                  Nine Months ended January 31, 2008
                                   Earnings      Shares      Per share
                                 (numerator) (denominator)   amount
                                  _________   ___________   _________

Basic net earnings per share
-net earnings and weighted
average common shares
outstanding                       $1,207,769    8,810,690     $  .14

Effect of dilutive securities
-stock options                            -        39,952          -
                                    _______     _________     ______
Diluted net earnings per share
-net earnings, weighted
average common shares
outstanding and effect of
stock options                     $1,207,769    8,850,642     $  .14
                                   ========     =========     ======



Diluted net loss per share does not include the effect of all options to
purchase shares of common stock for the nine months ended January 31, 2009
because they are anti-dilutive.

Diluted net earnings per share does not include the effect of options to
purchase 740,555 shares of common stock for the nine months ended January
31, 2008 because they are anti-dilutive.



Dividends

No cash dividends were paid in the three and nine months ended January 31,
2009. Cash dividends paid in the three and nine months ended January 31,
2008 were $532,151 and $1,581,636, respectively.

Common Stock Repurchases

On December 4, 2002, the Company's Board of Directors authorized a stock
repurchase plan pursuant to which the Company was authorized to repurchase
a total of 500,000 shares of its common stock. For the nine months ended
January 31, 2009 and 2008, the Company did not repurchase any shares of its
common stock. As of January 31, 2009, 172,196 shares remain available for
repurchase under the plan.  This repurchase program does not have an
expiration date.

Stock-Based Compensation

The Company has a 1992 incentive and non-statutory stock option plan for the
purpose of permitting certain key employees to acquire equity in the Company
and to promote the growth and profitability of the Company by attracting and
retaining key employees. In general, the plan allowed granting of up to
2,850,000 shares, adjusted for stock splits, of the Company's common stock
at an option price to be no less than the fair market value of the stock on
the date such options are granted. Under option agreements granted under the
plan, the holder of the option may purchase 20% of the common stock with
respect to which the option has been granted on or after the first
anniversary of the date of the grant and an additional 20% of such shares on
or after each of the four succeeding anniversary dates. No further options
may be granted under this plan.

The Company also has a 2001 incentive and non-statutory stock option plan
for the purpose of permitting certain key employees to acquire equity in the
Company and to promote the growth and profitability of the Company by
attracting and retaining key employees. In general, the plan allows granting
of up to 1,800,000 shares of the Company's common stock at an option price
to be no less than the fair market value of the Company's common stock on
the date such options are granted. Currently, options granted under the plan
vest ratably on the annual anniversary date of the grants. Vesting periods
for options currently granted under the plan range from one to five years.

The Company periodically grants nonqualified stock options to non-employee
directors of the Company. These options are granted for the purpose of
retaining the services of directors who are not employees of the Company and
to provide additional incentive for such directors to work to further the
best interests of the Company and its shareholders. The options granted to
these non-employee directors are exercisable at a price representing the
fair value at the date of grant, and expire either five or ten years after
date of grant. Of each option, 100% are exercisable one year after the date
of grant.

New shares of the Company's common stock are issued upon exercise of stock
options.

Prior to May 1, 2006, as permitted under SFAS No. 123, "Accounting for
Stock-Based Compensation," ("SFAS 123"), compensation cost for stock options
was recognized using the intrinsic value method described in APB No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"). Effective May 1,
2006, the Company adopted the fair value recognition provisions of
SFAS No. 123(R), "Share-Based Payment," ("SFAS 123R") and Securities and
Exchange Commission Staff Accounting Bulletin No. 107. Under SFAS 123R, the
fair value of options granted is amortized over the related service period.
SFAS 123R was adopted using the modified prospective transition method;
therefore, prior periods have not been restated. Compensation expense
recognized in the three and nine months ended January 31, 2009 includes
compensation cost for all share-based payments granted prior to, but not yet
vested as of May 1, 2006, based on the grant date fair value estimated in
accordance with the original provisions of SFAS 123. Compensation cost for
any share-based payments granted subsequent to May 1, 2006 has been based on
the grant date fair value estimated in accordance with the provisions of
SFAS 123R.

As a result of adopting SFAS 123R, the Company's loss before taxes and net
loss for fiscal 2009's three and nine months ended January 31, 2009 are
higher by approximately $138,000 and $84,000, and $394,000 and $240,000,
respectively than if we had continued to account for stock-based compensation
under APB 25. Fiscal 2008's three and nine months earnings before taxes and
net earnings were approximately $66,000 and $40,000 lower, and $231,000 and
$141,000 lower, respectively, than if the Company had continued to account
for stock-based compensation under APB 25. Fiscal 2009's and fiscal 2008's
stock-based compensation expense was recognized in the selling, general and
administrative expense line item of the accompanying consolidated statements
of operations on a ratable basis over the vesting periods. We measure the
fair value of stock options using the Black-Scholes option pricing model
based upon the market price of the underlying common stock as of the date of
grant, reduced by the present value of estimated future dividends.
Stock-based compensation expense is amortized over the applicable vesting
period of the stock option grants, which generally ranges from one to five
years. These stock option grants have been classified as equity instruments,
and as such, a corresponding increase of approximately $394,000 has been
reflected in additional paid-in capital in the accompanying balance sheet as
of January 31, 2009.

A summary of option activity under the plans for the nine months ended
January 31, 2009 is as follows:

                          Weighted average    Weighted average      Aggregate
                           exercise price   remaining contractual   intrinsic
                   Shares                           life              value(1)
                 __________ ________________ _____________________  __________

Balance
April 30, 2008     899,000       $5.69                3.64       $     26,000

Granted(2)         368,000       $2.65                8.73                  -
Exercised                -           -                   -                  -
Expired                  -           -                   -                  -

Balance
January 31, 2009 1,267,000       $4.81                4.60                  -

Exercisable
January 31, 2009   869,000       $5.71                2.77                  -

Expected to vest
January 31, 2009 1,247,000       $4.81                4.60                  -


   (1)These amounts represent the difference between the exercise price and
   $1.30, the closing price of Dataram common stock on January 30, 2009 as
   reported on the NASDAQ Stock Market, for all in-the-money options
   outstanding. For exercised options, intrinsic value represents the
   difference between the exercise price and the closing price of Dataram
   common stock on the date of exercise.

   (2) The fair value of the stock options granted during the current fiscal
   year ranges between $1.60 and $2.99 and was estimated on the date of
   grant using the Black-Scholes option pricing model with the following
   assumptions: expected life ranges between 5 and 10 years; expected
   volatility of 110%; expected forfeiture rate of 5%; expected dividend of
   zero; and a risk-free interest rate of 4.0%.

   Total cash received from the exercise of options in the fiscal 2009's
   first nine months ended January 31, 2009 was nil. As of January 31, 2009,
   there was $628,000 of total unrecognized compensation cost related to
   stock options. These costs are expected to be recognized over a weighted
   average period of approximately one and one-half years. At January 31,
   2009, an aggregate of 783,902 shares were authorized for future grant
   under the Company's stock option plans.

b. Other Stock Option Expense

During fiscal 2009's first quarter, the Company granted options to purchase
50,000 shares of the Company's common stock to a privately held company in
exchange for certain patents and other intellectual property. The options
granted are exercisable at a price representing the fair value at the date of
grant, are 100% exercisable on the date of grant and expire ten years after
date of grant. The calculated fair value of these options was approximately
$121,000 and was determined using the Black-Scholes option pricing model
based upon the market price of the underlying common stock as of the date
of grant, reduced by the present value of estimated future dividends, using
an expected quarterly dividend rate of zero, a calculated volatility factor
of 110% and risk-free interest rate of 4.0%. The expected term of these
options is the same as the contractual term. Such calculated fair value has
been charged in its entirety to the research and development expense line
item in the accompanying consolidated statement of operations for this grant
as of January 31, 2009. These stock option grants have been classified as
equity instruments, and as such, a corresponding increase of approximately
$121,000 has been reflected in additional paid-in capital in
the accompanying balance sheet as of January 31, 2009.

(2) Cash and Cash Equivalents

Cash and cash equivalents consist of unrestricted cash, money market funds
and commercial paper with purchased maturities of three months or less when
acquired.

(3) Accounts Receivable

Accounts receivable consists of the following categories:
                                        January 31, 2009    April 30, 2008
                                        ________________    ______________
Trade receivables                       $      2,503,000    $    4,173,000
VAT receivable                                   358,000           124,000
Allowance for doubtful accounts
  and sales returns                             (290,000)         (250,000)
                                        ________________    ______________
                                        $      2,571,000    $    4,047,000
                                        ================    ==============

(4) Inventories

Inventories are valued at the lower of cost or market, with costs determined
by the first-in, first-out method. Inventories at January 31, 2009 and
April 30, 2008 consist of the following categories:

                    January 31, 2009    April 30, 2008
                    ________________    ______________
Raw materials       $      1,121,000    $    1,379,000
Work in process               11,000            65,000
Finished goods               502,000           533,000
                    ________________    ______________
                    $      1,634,000    $    1,977,000
                    ================    ==============


(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, 2009 and 2008 by geographic
region are as follows:

                                    Three months ended      Nine months ended
                                    January 31, 2009        January 31, 2009
                                    ________________        ________________
United States                       $      3,426,000        $     14,581,000
Europe                                     1,518,000               4,039,000
Other (principally Asia Pacific Region)      691,000               1,638,000
                                    ________________        ________________
Consolidated                        $      5,635,000        $     20,258,000
                                    ================        ================

                                  Three months ended       Nine months ended
                                   January 31, 2008        January 31, 2008
                                   ________________        ________________

United States                      $      4,839,000        $     17,078,000
Europe                                    1,234,000               4,726,000
Other (principally Asia Pacific Region)     603,000               2,044,000
                                    _______________        ________________
Consolidated                       $      6,676,000        $     23,848,000
                                   ================        ================


Long-lived assets consist of property and equipment. Long-lived assets and
total assets by geographic region as of January 31, 2009 are as follows:

                               January 31, 2009
                    Long-lived assets     Total assets
                    _________________    ______________
United States       $         928,000    $   23,464,000
Europe                              0            32,000
Other                               0             5,000
                    _________________    ______________
Consolidated        $         928,000    $   23,501,000
                    =================    ==============


(6) Significant New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" (SFAS No. 159). SFAS No. 159
gives the Company the irrevocable option to carry many financial assets and
liabilities at fair values, with changes in fair value recognized in
earnings. SFAS No. 159 was effective for the Company beginning May 1, 2008.
The Company has reviewed the provisions of SFAS No. 159, and has determined
that as of January 31, 2009 that the provisions of SFAS No. 159 do not apply
to any of the Company's assets or liabilities. In the event that the Company
acquires any future assets or liabilities which would be subject to the
provisions of SFAS No. 159, the Company will make an election relative to
those assets or liabilities at the time of acquisition.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133"
(SFAS No. 161), which requires additional disclosures about the objectives
of the derivative instruments and hedging activities, the method of
accounting for such instruments under SFAS No. 133 and its related
interpretations, and a tabular disclosure of the effects of such instruments
and related hedged items on our consolidated financial position, financial
performance, and cash flows. SFAS No. 161 was effective for us beginning
January 1, 2009. The Company does not own any derivative instruments nor
does it participate in hedging activity.

Recent Accounting Pronouncements Not Yet Adopted

In December 2007, the FASB issued SFAS No. 141R, "Business Combinations"
(SFAS No. 141R), which replaces SFAS No. 141. The statement retains the
purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized
in the purchase accounting. It also requires the capitalization of in-process
research and development at fair value, and requires the expensing of
acquisition-related costs as incurred. SFAS No. 141R is effective for us
beginning May 1, 2009 and will apply prospectively to business combinations
completed on or after that date.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51" (SFAS No.
160), which changes the accounting and reporting for minority interests.
Minority interests will be recharacterized as noncontrolling interests and
will be reported as a component of equity separate from the parent's equity,
and purchases or sales of equity interests that do not result in a change in
control will be accounted for as equity transactions. In addition, net
income attributable to the noncontrolling interest will be included in
consolidated net income on the face of the income statement and, upon a loss
of control, the interest sold, as well as any interest retained, will be
recorded at fair value with any gain or loss recognized in earnings. SFAS
No. 160 is effective for us beginning May 1, 2009 and will apply
prospectively, except for the presentation and disclosure requirements,
which will apply retrospectively. The Company has no minority or
noncontrolling interests as defined in SFAS No. 160.

(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.


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, pricing
and availability of raw materials 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 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, HP, IBM and Sun Microsystems. The Company also manufactures
a line of memory products for Intel and AMD motherboard based servers.

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 DRAMs is the largest single component 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, 2009, cash and cash equivalents amounted to $15.1 million and
working capital amounted to $18.4 million, reflecting a current ratio of
14.3, compared to cash and cash equivalents of $17.6 million and working
capital of $22.4 million and a current ratio of 10.0 as of April 30, 2008.

During the first nine months of fiscal year 2009, net cash used in operating
activities totaled approximately $1,998,000. Net loss in the nine-month
period was approximately $2,022,000. Deferred income taxes increased by
$1,328,000 and accounts payable decreased by $1,140,000. Cash used in
operating activities was partially offset by a decrease in accounts
receivable of approximately $1,283,000 and by a decrease in inventory of
approximately $344,000. Depreciation expense of approximately $263,000 and
non-cash stock-based expense of approximately $515,000 were also recorded.

Net cash used in investing activities totaled approximately $508,000 for
the nine months ended January 31, 2009. This was primarily the result of
fixed asset additions. The bulk of these additions were for test equipment
used in the Company's manufacturing process.

On June 21, 2004, the Company entered into a credit facility with a bank,
which provided for up to a $5 million revolving credit line. The Company was
required to pay a fee equal to one-eighth of one percent per annum on the
unused commitment. There have been no borrowings against the credit line.
On February 23, 2009, the Company canceled this agreement.

Management believes that the Company's existing cash resources will be
sufficient to meet short-term liquidity needs. Management further believes
that its working capital is  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, 2008
are as follows:

                                        Operating leases
Year ending April 30:                   ________________
    2009                                 $      411,000

    2010                                        418,000

    2011                                        371,000

    2012                                         34,000

    Thereafter                                        0
                                         ______________

Total minimum lease payments             $    1,234,000

                                         ==============

The Company has no other material commitments.


Results of Operations

Revenues for the three-month period ended January 31, 2009 were $5,635,000
compared to revenues of $6,676,000 for the comparable prior year period, a
decrease of approximately 16%. Fiscal 2009 nine-month revenues totaled
$20,258,000 versus nine-month revenues of $23,848,000 in the prior year, a
decrease of approximately 15%. Our revenues in the third quarter of the
current fiscal year have been negatively impacted by current economic
conditions.  Many of our customers have curtailed or temporarily suspended
their capital spending while they adapt their business plans to the current
environment.

Revenues for the three and nine month periods ended January 31, 2009 and
2008 by geographic region are as follows:


                                     Three months ended    Nine months ended
                                     January 31, 2009      January 31, 2009
                                     ________________      ________________
United States                        $      3,426,000      $     14,581,000
Europe                                      1,518,000             4,039,000
Other (principally Asia Pacific Region)       691,000             1,638,000
                                     ________________      ________________
Consolidated                         $      5,635,000      $     20,258,000
                                     ================      ================




                                     Three months ended    Nine months ended
                                     January 31, 2008      January 31, 2008
                                     ________________      ________________
United States                        $      4,839,000      $     17,078,000
Europe                                      1,234,000             4,726,000
Other (principally Asia Pacific Region)       603,000             2,044,000
                                     ________________      ________________
Consolidated                         $      6,676,000      $     23,848,000
                                     ================      ================





Cost of sales for the third quarter and nine months were 69% and 67% of
revenues, versus 60% and 63% for the same respective prior year periods.
Fluctuations in cost of sales as a percentage of revenues 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. Cost of sales in the third quarter and nine months
were $3,896,000 and $13,492,000, respectively, compared to $4,032,000 and
$14,925,000 in the prior year comparable periods.

Engineering expense in fiscal 2009's third quarter and nine months were
$298,000 and $932,000, respectively, versus $313,000 and $901,000 for the
same respective prior year periods. Engineering expense excludes expenses
incurred for research and development into new product areas.

Research and development expense in fiscal 2009's third quarter and nine
months were $574,000 and $1,041,000, respectively, versus nil in the same
prior year periods. In the current fiscal year, the Company has implemented
a strategy to introduce new and complementary products into its offerings
portfolio. The Company is currently focusing on the development of certain
high performance storage products. As part of that strategy, in January,
2009, the Company entered into a software purchase and license agreement
with another company whereby the Company has the exclusive right to purchase
specified software for a price of $900,000 plus a contingent payment of
$100,000. Third quarter research and development expense includes $300,000
of expense related to a payment for the software purchase and license. The
software and the storage product, which incorporates the software is
currently under development and is not deemed saleable at the present time.
Should the Company elect to continue with the development project, the
Company must make two additional $300,000 payments no later than six and
twelve months, respectively from the date of the agreement, at which point
the Company will own the software.

Nine month research and development expense includes a charge of
approximately $121,000 recorded in this year's fiscal first quarter
representing a non-cash expense for the fair value of stock options issued
to a privately held company to acquire certain patents and other
intellectual property. These patents and other intellectual property were
deemed to have no alternative future use when acquired and we had an
uncertainty in receiving future economicbenefits from them.

Selling, general and administrative (S,G&A) expense in fiscal 2009's third
quarter and nine months increased by $522,000 and $1,605,000 respectively,
from the comparable prior year periods. Current year third quarter expense
includes $180,000 of severance expense for a terminated employee.
Additionally, the Company's bad debt and sales returns and allowance expense
is approximately $96,000 higher in this year's third quarter when compared
to the prior year third quarter. This is primarily due to management's
assessment of the increased inherent risk in carrying accounts receivable in
the current economic environment. Stock based compensation expense is
approximately $72,000 higher in the third quarter of this fiscal year when
compared to the comparable prior year period. The balance of the year over
year third quarter increase consists primarily of increased sales and
marketing expenditures totaling approximately $174,000. Nine month S,G&A
expense includes a charge of approximately $716,000 related to a retirement
agreement entered into with the Company's former chief executive officer.
Of this amount, approximately $660,000 relates to payments defined in the
agreement and the balance consists primarily of legal fees incurred by the
Company associated with this matter. Stock-based compensation expense is
recorded as a component of S,G&A expense and totaled $138,000 and $394,000,
respectively, in the third quarter and nine months, compared to $66,000 and
$231,000 in the comparable prior year periods.

Other income, net for the third quarter and nine months totaled $92,000 and
$217,000, respectively, for fiscal 2009 and $233,000 and $681,000, for the
same respective periods in fiscal 2008. Other income in fiscal 2009's third
quarter consisted primarily of $86,000 of net interest income received.
Additionally, other income included $5,000 of foreign currency gain,
primarily as a result of the EURO strengthening relative to the US dollar.
Fiscal 2009's nine months other income consisted primarily of $276,000 of
net interest income received and $57,000 of foreign currency loss, primarily
as a result of the EURO weakening relative to the US dollar. Other income in
fiscal 2008's third quarter consisted primarily of $195,000 of net interest
income. Additionally, there was $39,000 of foreign currency gain, primarily
as a result of the EURO strengthening relative to the US dollar. Other
income in fiscal 2008's nine months consisted primarily of $597,000 of net
interest income. Additionally, there was $84,000 of foreign currency gain,
primarily as a result of the EURO strengthening relative to the US dollar.

Income tax expense (benefit) for the third quarter and nine months of fiscal
2009 was a benefit of $657,000 and $1,290,000 respectively, versus expense
of $214,000 and $780,000 for the same prior year periods. The Company's
effective tax rate for financial reporting purposes in fiscal 2009 is
approximately 38.8%.  However, the Company has Federal NOL carry-forwards
totaling approximately $1.6 million and therefore will continue to make cash
payments for income taxes at an approximate rate of 8.0% of pretax earnings
until it utilizes all of its NOL carry-forwards.



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, 2008, 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.

Stock Option Expense - In December 2004, SFAS No. 123 (revised 2004),
"Share-Based Payment"("SFAS 123(R)") was issued. SFAS 123(R) revises
SFAS 123 and supersedes APB No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). SFAS 123, as originally issued in 1995, established
as preferable a fair value-based method of accounting for share-based
payment transactions with employees. However, SFAS 123 as amended permitted
entities the option of continuing to apply the intrinsic value method under
APB 25 that the Company had been using, as long as the footnotes to the
financial statements disclosed what net income would have been had the
preferable fair value-based method been used. SFAS 123(R) requires that the
compensation cost relating to all share-based payment transactions,
including employee stock options, be recognized in the historical financial
statements. That cost is measured based on the fair value of the equity or
liability instrument issued and amortized over the related service period.
The Company adopted the guidance in SFAS 123(R) effective May 1, 2006.
As such, the accompanying consolidated statement of operations for fiscal
2009's third quarter and nine months ended January 31, 2009 includes
approximately $138,000 and $394,000, of compensation expense, respectively,
in the selling, general and administrative expense line item related to the
fair value of options granted to employees and directors under the Company's
stock-based employee compensation plans which is being amortized over the
service period in the consolidated financial statements, as required by
SFAS 123(R). These awards have been classified as equity instruments, and as
such, a corresponding increase of approximately, $394,000 has been reflected
in additional paid-in capital in the accompanying consolidated balance sheet
as of January 31, 2009. Fiscal 2008's third quarter and nine months ended
January 31, 2008 includes approximately $66,000 and $231,000 of compensation
expense, respectively in the selling, general and administrative expense
line and as such, a corresponding increase of approximately, $231,000 has
been reflected in additional paid-in capital in the accompanying
consolidated balance sheet as of January 31, 2008. The fair value of each
stock option granted is estimated on the date of grant using the
Black-Scholes option pricing model with the following  assumptions: Expected
life is based on the Company's historical experience of option exercises
relative to option contractual lives; Expected volatility is based on the
historical volatility of the Company's share price; Expected dividend yield
assumes the current dividend rate remains unchanged; Risk free interest rate
approximates United States government debt rates at the time of option
grants.

Research and Development Expense - All research and development costs are
expensed as incurred, including Company-sponsored research and development
and costs of patents and other intellectual property that have no
alternative future use when acquired and in which we had an uncertainty
in receiving future economic benefits.

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, money market
accounts and commercial paper, which matures within ninety days. The
ompany'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 4T. CONTROLS AND PROCEDURES

The Chief Executive Officer and Chief Financial Officer of the Company have
evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) 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 control over
financial reporting during the quarter ended January 31, 2009 that have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.







                           PART II: OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS.

     None.


Item 1A.  RISK FACTORS.

     No material 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.  OTHER INFORMATION.

          No reportable event.


Item 5.  EXHIBITS.

Exhibit No.   Description
__________    ___________


     31(a)     Rule 13a-14(a) Certification of John H. Freeman

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

     32(a)     Section 1350 Certification of John H. Freeman (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 12, 2009                   By:  /S/ MARK E. MADDOCKS
                                           _______________________________
                                        Mark E. Maddocks
                                        Vice President, Finance

                                        (Principal Financial Officer)


	Page 8 of 8
	Page 8 of 8