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      7/31/05      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)

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

_____________________________________________________________________________
 (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.

     Yes     X         No
          _______         _______

     Indicate by check mark whether the registrant is an accelerated filer.

     Yes              No     X
          _______         _______


     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date.  Common Stock ($1.00 par
value):  As of August 31, 2005, there were 8,416,946 shares outstanding.




                           PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                              July 31, 2005    April 30, 2005
Assets
Current Assets:
   Cash and cash equivalents                  $  10,457,523     $  9,281,520
   Trade receivables, less allowance
     for doubtful accounts and sales returns
     of $325,000                                  6,878,729         8,396,757
   Inventories                                    2,303,277         2,368,733
   Deferred income taxes                          3,258,865         3,257,865
   Other current assets                             372,160           130,212
                                                 __________        __________
     Total current assets                        23,270,554        23,435,087

Deferred income taxes                               188,000           630,000

Property and equipment, at cost:
   Land (held for sale)                             875,000           875,000
   Machinery and equipment                       12,321,546        12,205,586
                                                 __________        __________
                                                 13,196,546        13,080,586
   Less: accumulated depreciation
     and amortization                            11,262,145        11,052,145
                                                 __________        __________
Net property and equipment                        1,934,401         2,028,441

Other assets                                         60,131            53,815

                                                 __________        __________

                                              $  25,453,086     $  26,147,343
                                                 ==========        ==========
Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                           $   1,629,506     $   2,527,594
   Accrued liabilities                            1,104,270         1,438,101
                                                 __________        __________
     Total current liabilities                    2,733,776         3,965,695


Stockholders' Equity:
   Common stock, par value $1.00 per share.
      Authorized 54,000,000 shares; issued and
      outstanding 8,412,671 at July 31, 2005
      and 8,361,500 at April 30, 2005             8,412,671         8,361,500
   Additional paid in capital                     4,660,820         4,566,188
   Retained earnings                              9,645,819         9,253,960
                                                 __________        __________

        Total stockholders' equity               22,719,310        22,181,648
                                                 __________        __________
                                              $  25,453,086     $  26,147,343
                                                 ==========        ==========

See accompanying notes to consolidated financial statements.



                        Dataram Corporation and Subsidiaries
                        Consolidated Statements of Earnings
                      Three Months Ended July 31, 2005 and 2004
                                   (Unaudited)



                                                   2005               2004



Revenues                                     $  13,944,150      $  15,791,432

Costs and expenses:
   Cost of sales                                 9,745,866         11,740,902
   Engineering and development                     266,490            318,773
   Selling, general and administrative           2,492,905          2,548,503
                                                __________         __________
                                                12,505,261         14,608,178

Earnings from operations                         1,438,889          1,183,254


Other income (expense)
   Interest income, net                             65,771             15,010
   Currency loss                                (40,458)                 (258)
   Other income                                     25,000             50,000
                                                __________         __________
Total other income                                  50,313             64,752

Earnings before income taxes                     1,489,202          1,248,006

Income tax expense                                 558,000             81,000
                                                __________         __________
Net earnings                                 $     931,202       $  1,167,006
                                                ==========         ==========

Net earnings per share of common stock
   Basic                                     $         .11        $       .14
                                                ==========         ==========
   Diluted                                   $         .11        $       .13
                                                ==========         ==========

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


See accompanying notes to consolidated financial statements.



                           Dataram Corporation and Subsidiaries
                          Consolidated Statements of Cash Flows
                         Three Months Ended July 31, 2005 and 2004
                                      (Unaudited)

                                                     2005               2004

Cash flows from operating activities:
   Net income                                $     931,202       $  1,167,006
   Adjustments to reconcile net income
     to net cash provided by (used in)
     operating activities:
       Depreciation and amortization               210,000            289,000
       Bad debt expense                              5,317             16,452
       Deferred income tax expense                 441,000                  0
       Changes in assets and liabilities:
         Decrease in trade receivables           1,512,711          1,001,929
        Decrease (increase) in inventories          65,456         (1,974,531)
         Increase in other current assets         (241,948)          (214,428)
         Increase in other assets                   (6,316)            (3,804)
         Decrease in accounts payable             (898,088)          (766,022)
         Decrease in accrued liabilities          (333,831)          (880,948)
                                                __________         __________

    Net cash provided by (used in) operating
         operating activities                    1,685,503         (1,365,346)
                                               ___________         __________

Cash flows used in investing activities:
   Additions to property and equipment            (115,960)          (123,947)
   Proceeds from sale of property and equipment          0             12,841
                                               ___________          __________
    Net cash used in investing activities         (115,960)          (111,106)

Cash flows from financing activities:
  Proceeds from sale of common shares under
     stock option plan                             256,128            271,473
   Purchase and subsequent cancellation of
     Shares of common stock                       (229,859)                 0
   Cash dividends                                 (419,809)                 0
                                               ___________         __________

   Net cash provided by (used in)
    financing activities                          (393,540)           271,473
                                               ___________         __________

Net increase(decrease)in cash and cash
   equivalents                                   1,176,003         (1,204,979)

Cash and cash equivalents at
   beginning of period                           9,281,520          6,805,957
                                                __________         __________
Cash and cash equivalents at
   end of period                              $ 10,457,523       $  5,600,978
                                                ==========         ==========

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
      Interest                                $     13,859       $          0
      Income taxes                            $     55,000       $    180,500

See accompanying notes to consolidated financial statements.


                        Dataram Corporation and Subsidiaries
                     Notes to Consolidated Financial Statements
                              July 31, 2005 and 2004
                                   (Unaudited)

(1) Basis of Presentation

The information for the three months ended July 31, 2005 and 2004, 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.

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 earnings per share for the three months ended
July 31, 2005, and July 31 2004, 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 fiscal 2005 and
2004.

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

Basic net earnings per share
-net earnings and weighted
average common shares
outstanding                       $ 931,202     8,381,277     $  .11

Effect of dilutive securities
-stock options                            -       373,954          -
                                    _______     _________     ______
Diluted net earnings per share
-net earnings, weighted
average common shares
outstanding and effect of
stock options                     $ 931,202     8,755,231     $  .11
                                   ========     =========     ======


                                    Three Months ended July 31, 2004
                                   Earnings      Shares      Per share
                                 (numerator) (denominator)   amount
                                  _________   ___________   _________

Basic net earnings per share
-net earnings and weighted
average common shares
outstanding                       $1,167,006    8,562,391     $  .14

Effect of dilutive securities
-stock options                            -       740,402          -
                                    _______     _________     ______
Diluted net earnings per share
-net earnings, weighted
average common shares
outstanding and effect of
stock options                     $1,167,006     9,302,793    $  .13
                                   =========     =========    ======

Diluted net earnings per share does not include the effect of options to
purchase 455,700 shares of common stock for the three months ended July 31,
2005 because they are anti-dilutive.

Diluted net earnings per share does not include the effect of options to
purchase 138,100 shares of common stock for the three months ended July 31,
2004 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 and declared a $0.05 per share
cash dividend, paid on June 29, 2005 to shareholders of record as of June 15,
2005. Cash dividends paid in the three months ended July 31, 2005 were
$419,809. No cash dividends were paid during the three months ended July 31,
2004.

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. These shares were purchased
pursuant to a repurchase plan 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 July 31, 2005, 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
                                            July 31,
                                   -------------------------
                                      2005          2004
                                   -----------   -----------
Net earnings as reported          $    931,202  $  1,167,006

Deduct:  Total stock-based
 employee compensation expense
 determined under fair value
 based method for all awards,
 net of related tax effects ....      (171,940)     (145,568)
                                   -----------   -----------

Pro forma net earnings....        $    759,262   $ 1,021,438
                                   ===========   ===========

Earnings per share:
 Basic - as reported ...........   $      0.11   $      0.14
                                   ===========   ===========
 Basic - pro forma .............   $      0.09   $      0.12
                                   ===========   ===========

 Diluted - as reported .........   $      0.11   $      0.13
                                   ===========   ===========
 Diluted - pro forma ...........   $      0.09   $      0.11
                                   ===========   ===========


(2) Cash and cash equivalents

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

Inventory valuation

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


                       July 31, 2005    April 30, 2005
                    ________________    ______________
Raw materials       $      1,304,000    $    1,136,000
Work in process               58,000            77,000
Finished goods               941,000         1,156,000
                    ________________    ______________
                    $      2,303,000    $    2,369,000
                    ================    ==============


(3) 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 months ended July 31, 2005 and 2004 by geographic region is as follows:

                                       Three months ended   Three months ended
                                       July 31, 2005        July 31, 2004
                                       ________________     ________________
United States                          $     10,726,000     $     12,313,000
Europe                                        2,631,000            2,109,000
Other (principally Asia Pacific Region)         587,000            1,369,000
                                       ________________     ________________
Consolidated                           $     13,944,000     $     15,791,000
                                       ================     ================


Long-lived assets consist of property and equipment. Long-lived assets and
total assets by geographic region as of July 31, 2005 is as follows:

                                July 31, 2005
                    Long-lived assets      Total assets
                    _________________    ______________
United States       $       1,934,000    $   25,081,000
Europe                              0           352,000
Other                               0            20,000
                    _________________    ______________
Consolidated        $       1,934,000    $   25,453,000
                    =================    ==============





(4) 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.

(5) Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of
credit risk consist primarily of cash and cash equivalents. 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. The Company performs ongoing evaluations
of its customers' financial condition, as well as general economic conditions
and, generally, requires no collateral from its customers. In the first
quarter of fiscal 2006, sales to one customer accounted for approximately 23%
of revenues and 43% of accounts receivable at July 31, 2005.

(6) Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles 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, 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 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 original equipment
manufacturers, 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 original equipment manufacturers 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 July 31,
2005, cash and equivalents amounted to $10.5 million and working capital
amounted to $20.5 million, reflecting a current ratio of 8.5, 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 fiscal quarter ended July 31, 2005, net cash provided by operating
activities totaled approximately $1.7 million. Trade receivables decreased by
approximately $1.5 million from year-end levels, primarily resulting from
reduced sequential quarterly revenues. A decrease in deferred income tax of
$441,000 also contributed to the cash provided by operations.  This decrease
was because the Company's first quarter federal income tax expense is offset
by federal net operating loss (NOL) carryforwards. The cash provided by these
sources was partially offset by a decline in accounts payable of approximately
$898,000 primarily as result of a reduction of material related purchases.

Net cash used in investing activities of approximately $116,000 for the three
months ended July 31, 2005, consists of capital expenditures substantially
related to the acquisition of production testing equipment.

Net cash used in financing activities of approximately $394,000 for the three
months ended July 31, 2005, consists of approximately $420,000 cash dividend
payments and open market purchases of the Company's common stock totaling
approximately $230,000, offset by approximately $256,000 of cash received from
stock option exercises.

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 July 31, 2005, 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 at a total cost of approximately $230,000.

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 quarter 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 July 31, 2005. 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.

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, as amended, provides for closing to occur
no later than September 29, 2005. Additionally, the agreement is subject to
certain contingencies and as such may be terminated prior to closing. The land
is carried at cost on the Company's balance sheet at a value of $875,000 and
is shown as an asset held for sale. The resulting gain on the sale will be
recorded upon consummation of the transaction and when all contingencies have
been satisfied.

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

The Company has no other material commitments.


Results of Operations

Revenues for the three-month period ending July 31, 2005 were $13,944,000
compared to revenues of $15,791,000 for the comparable prior year period and
$15,140,000 for the fourth quarter of fiscal 2005. The decrease in revenues
was the result of lower average selling prices resulting from a decline in the
price of DRAM chips, the primary raw material used in the Company's products.
Average selling price per gigabyte shipped declined by approximately 13
percent from the forth quarter of last fiscal year. However, volume measured
by gigabytes shipped increased by approximately 7 percent. Revenues for the
three-month periods ended July 31, 2005 and 2004 by geographic region were:


                                       Three months ended   Three months ended
                                       July 31, 2005        July 31, 2004
                                       ________________     ________________
United States                          $     10,726,000     $     12,313,000
Europe                                        2,631,000
2,109,000
Other (principally Asia Pacific Region)         587,000
1,369,000
                                       ________________     ________________
Consolidated                           $     13,944,000     $     15,791,000
                                       ================     ================


Cost of sales for the first quarter fiscal 2006 were 70% of revenues, versus
75% for the same prior year period. This quarter's cost of sales were lower
than the Company's historical norm and reflect a higher than normal shipment
rate of larger capacity memory, which typically command higher margins. Cost
of sales as a percent 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
possible 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 first quarter were
$266,000, versus $319,000 for the same prior year period. The decline is
primarily related to limited staff reductions implemented in the fourth
quarter of the fiscal year ended April 30, 2005. 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 first quarter
decreased by $56,000 from the comparable prior year period. The reduction of
total expenses is primarily the result of reduced depreciation and
amortization expense.

Other income (expense), net for the first quarter fiscal 2006 totaled $50,000
income, versus $65,000 income for the same prior year period.  Other income in
fiscal 2006's first quarter consisted primarily of $66,000 of net interest
income (expense) received in the current quarter. Additionally, $25,000 of
other income was received for a scheduled non-refundable payment released from
escrow related to the pending sale of the Company's land. Offsetting the
current quarter other income was $41,000 of foreign currency loss, primarily
as a result of the US dollar strengthening relative to the EURO. Fiscal 2005's
first quarter other income, net of $65,000 consisted primarily of $50,000
other income received for a scheduled non-refundable payment released from
escrow related to the pending sale of the Company's land. The Company also had
interest income of $15,000 during last year's fiscal first quarter.

Income tax expense for the first quarter of fiscal 2006 was $558,000 compared
to $81,000 for the same prior year period. The Company's effective tax rate
for financial reporting purposes in fiscal 2006 is approximately 37.5%.
However, the Company has federal NOL carryforwards totaling approximately
$10.8 million and therefore will continue to make cash payments for income
taxes at an approximate rate of 6.5% of pretax earnings until it utilizes all
of its NOL carryforwards. During last fiscal year's first quarter 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 DISCLOSURE 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 which 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

During the period covered by this interim report, the Company's chief
executive officer and its chief financial officer have evaluated the
effectiveness of the Company's disclosure controls and procedures and have
determined that they are adequate to insure a fair presentation, in all
material respects, of the financial position, results of operations and
statements of cash flows of the Company and there have been no material
changes to such controls and procedures.





PART II: OTHER INFORMATION


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In the first quarter of fiscal 2006, the Company repurchased the following
shares of Common Stock:

                      ISSUER PURCHASES OF EQUITY SECURITIES

                                                         (d) Maximum
                                     (c) Total Number     Number of Shares
             (a) Total  (b) Average  of Shares Purchased  that May Yet Be
  Period     Number of  Price Paid   as Part of Publicly  Purchased Under the
             Shares     per Share    Announced Plans      the Plans or
             Purchased(1)            or Programs          Programs(1)
___________  _________  ___________  ___________________  ___________________

May            51,450        $4.47            51,450            172,196

June           19,129        $6.53                 0            172,196

July                0            -                 0            172,196

Total          70,579        $5.03            51,450            172,196

_____________________________

(1) All of the above shares were purchased pursuant to a repurchase plan
announced on December 4, 2002 pursuant to which the Company was authorized to
repurchase a total of 500,000 shares of its common stock and as of July 31,
2005, 172,196 shares remain available for repurchase. This repurchase program
does not have an expiration date.


ITEM 6.  EXHIBITS

A.   Exhibits

     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: September 8, 2005       By:__________________________
                                  Mark E. Maddocks
                                  Vice President, Finance
                                  (Principal Financial Officer)