UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 (Mark
One)                          FORM
10-K
 
 [X]  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934
 For
the fiscal year ended April 30, 2010.
 
 [
]  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
      of
      Incorporation)             (I.R.S.
      Employer Identification No.)P.O.
      Box 7528, Princeton, New
      Jersey      08543-7528--------------------------------------     ----------(Address
      of principal executive offices)    (Zip
      Code)Registrant's
      telephone number, including area code: (609)
  799-0071
 
 Securities
registered pursuant to section 12(b) of the Act:
 
 Title
of each
class                   Name
of exchange on which registered
 Common
Stock, $1.00 Par
Value         NASDAQ Stock
Market
 
 Securities
registered pursuant to section 12(g) of the Act:  NONE
 
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.   Yes [
]     No [X]
 
 Indicate
by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.     Yes [
]     No [X]
 
 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 has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).
 Yes
[ ]     No [ ]
 
  1
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in the definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
 Yes
[ ]     No [X]
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definition of "accelerated filer and large accelerated
filer and smaller reporting company" in Rule 12b-2 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
Act).                    Yes
[ ]     No [X]
 
 The
aggregate market value of the Common Stock held by non-affiliates of the
registrant calculated on the basis of the closing price as of the last business
day of the registrant's most recently completed second quarter, October 31,
2009, was $23,858,105.
 
 The
number of shares of Common Stock outstanding on July 26, 2010 was 8,918,309
shares.
 
 DOCUMENTS
INCORPORATED BY REFERENCE:
 
 (1)  Definitive
Proxy Statement for Annual Meeting of Shareholders to be held on September 23,
2010 (the "Definitive Proxy Statement") to be filed within 120 days of the end
of the fiscal year.
 
 (2)  2010
Annual Report to Security Holders
 
 
 
 
 
 
 
  2
  
 DATARAM
      CORPORATIONINDEXPart
      I                                                         PageItem
      1.   Business . . . . . . . . . . . . . . . . . . . .
      4Item
      1A.  Risk Factors . . . . . . . . . . . . . . . . . .
      10Item
      1B.  Unresolved Staff Comments. . . . . . . . . . . .
      12Item
      2.   Properties . . . . . . . . . . . . . . . . . . .
      12Item
      3.   Legal Proceedings  . . . . . . . . . . . . .
      . . 13Part
      IIItem
      5.   Market for Registrant's Common
  Equity,Related
      Stockholder Matters andIssuer Purchases of Equity Securities. . . . .
    . 13Item
      6.   Selected Financial Data. . . . . . . . . . . . .
      13Item
      7.   Management's Discussion and Analysis
  ofFinancial
      Condition and Results of Operation . . 13Item
      7A.  Quantitative and Qualitative DisclosuresAbout
      Market Risk  . . . . . . . . . . . . . . . 13Item
      8.   Financial Statements and Supplementary Data. . .
      14Item
      9.   Changes In and Disagreements with
      Accountantson
      Accounting and Financial Disclosure . . . . . 15Item
      9A.  Controls and Procedures  . . . . . . . . . . . .
      15Item
      9A(T)Controls and Procedures  . . . . . . . . . . . .
      15Item
      9B.  Other Information  . . . . . . . . . . . . . . .
      16Part
      IIIItem
      10.  Directors, Executive Officers, andCorporate
      Governance . . . . . . . . . . . . . . 16Item
      11.  Executive Compensation . . . . . . . . . . . . .
      16Item
      12.  Security Ownership of CertainBeneficial
      Owners and Management andRelated
      Stockholder Matters. . . . . . . . . . . 16Item
      13.  Certain Relationships and RelatedTransactions,
      and Director Independence. . . . . 16Item
      14.  Principal Accounting Fees and Services . . . . .
      16Part
      IVItem
      15.  Exhibits, Financial Statement Schedules. . . .
      . 16Signatures.
      . . . . . . . . . . . . . . . . . . . . . . . . .
  . 17
 
  3
  PART
I
 
 Item
1.  BUSINESS
 
 (a)
              General
      development of business.
 
 Dataram
Corporation (the "Company") 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 computers
manufactured by Hewlett-Packard Company ("HP"), Sun Microsystems,
Inc. ("Sun"), International Business Machines Corporation ("IBM") and Dell
Corporation ("Dell").  The Company also manufactures a line of memory
products for Intel and AMD motherboard based servers for sale to OEMs and
channel assemblers. The Company’s memory products are sold worldwide to OEMs,
distributors, value-added resellers and end-users. The Company has two
manufacturing facilities 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 chips (“DRAMs”). 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 DRAMs.
 
 On
March 31, 2009, the Company acquired certain assets of Micro Memory Bank, Inc.
(“MMB”), a privately held corporation. MMB is a manufacturer of legacy to
advanced solutions in laptop, desktop and server memory products. The
acquisition expands the Company’s memory product offerings and routes to market.
The Company’s Micro Memory Bank business unit designs and manufactures memory
from the Company's leased facility in Montgomeryville,
Pennsylvania.  Its products include memory upgrades for IBM, Sun, HP
and Compaq computer systems.  MMB also markets and sells new and
refurbished factory original memory upgrades manufactured by IBM, Sun, HP and
Compaq as well as factory original modules manufactured by Micron, Hynix,
Samsung, Elpida and Nanya, and purchases excess memory inventory from other
parties as well.
 
 Revenues
for fiscal 2010 were $44.0 million compared to $25.9 million in
fiscal 2009.  The recently acquired MMB business unit generated
revenues of approximately $14.0 million in fiscal 2010 and $0.9 million in
fiscal 2009. Exclusive of the effect of the acquired MMB business unit’s
revenues, the Company’s revenues increased by approximately 20% in fiscal 2010
versus fiscal 2009. This was primarily the result of the Company’s
implementation of its revamped sales and marketing strategy having a positive
effect on demand for its products, coupled with an increase in overall demand
for IT infrastructure as the economy recovers from last year’s financial
crises.
 
 Cost
of sales was $32.4 million in fiscal 2010 or 73.6 percent of revenues compared
to $17.4 million or 67.4 percent of revenues in fiscal 2009.  Current
fiscal year’s cost of sales as a percent of revenue is considered by management
to be within the Company’s normal range. The prior fiscal year percentages are
considered by management to be unusually low and were the result of a product
mix skewed more heavily toward higher margin legacy products as sales of lower
margin mainstream products were negatively impacted by the world financial
crises. Fluctuations in cost of sales as a percentage of revenues are not
unusual and can result from many factors, including rapid changes in the price
of DRAMs, or changes in product mix possibly
resulting from a large order or series of orders for a particular product or a
change in customer mix.
 
  4
  The
Company was incorporated in New Jersey in 1967 and made its initial public
offering in 1968.  Its common stock, $1 par value (the "Common Stock")
was listed for trading on the American Stock Exchange in 1981.  In
2000 the Company changed its listing to the NASDAQ National Market (now the
NASDAQ Stock Market) where its stock trades under the symbol
"DRAM."  The Company's principal executive office is located at 186
Princeton Road (Route 571), West Windsor, New Jersey 08550, its telephone number
is (609) 799-0071, its fax is (609) 799-6734 and its website is located at
http://www.dataram.com.  Proxy Statements, Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and all
amendments thereto, are available on this website free of charge.
  (b)  Financial
information about segments.
 
 The
Company operates in one industry segment.
 
 (c)  Narrative
description of business.
 
 Industry
Background
 
 The
market for the Company's memory products is principally the buyers and owners of
workstations and network servers and the OEMs that manufacture workstations,
servers and other products that use embedded computers.  These systems
have been important to the growth of the Internet.
 
 A
workstation, like a PC, is designed to provide computer resources to individual
users.  A workstation differs from a PC by providing substantially
greater computational performance, input/output capability and graphic
display.  Workstations are nearly always networked.  As a
result of this networking capability of both workstations and PCs, the network
server has grown in importance.
 
 Network
servers are computer systems on a network which provide dedicated functions
accessible by all workstations and other systems on the same
network.  Examples of different types of servers in use today are:
file servers, communication servers, computation servers, database servers,
print servers and storage servers.
 
 The
Company designs, produces and markets memory products for workstations and
computer servers sold by Sun, HP, IBM, SGI and Dell.  Additionally,
the Company produces and markets memory for Intel and AMD processor based
motherboards for use by OEMs and channel assemblers.
 
 The
"open system" philosophy espoused by most of the general computer industry has
played a part in enlarging the market for third party vendors. Under the "open
system" philosophy, manufacturers adhere to industry design standards, enabling
users to "mix and match" hardware and software products from a variety of
vendors so that a system can be configured for the user's application in the
most economical manner with reduced concern for compatibility and
support.  Memory products for workstations and servers have become
commodities with substantial competition from OEMs and a number of independent
memory manufacture suppliers.
 
 Generally,
growth in the memory market closely follows both the growth in unit shipments of
system vendors and the growth of memory requirements per
system.
 
  5
  Management
also estimates that in the compatibles market, sales by system
vendors constitute 80% of the memory market.  To successfully compete
with system vendors, the Company must continue to respond to customers' needs in
a short time frame.  To support customers' needs, the Company has a
dedicated and highly automated manufacturing facility that is designed to
produce and ship customer orders within twenty-four hours or less.
 
 The
OEM market is also an important part of the Company's
business.  Management believes that increasingly cost conscious OEMs
are looking to independent memory suppliers such as the Company for the low-cost
supply of memory modules.
 
 Products
 
 The
Company's principal business is the development, manufacture and marketing of
memory modules which can be added to various enterprise servers and workstations
to upgrade or expand the capabilities of such systems.  When vendors
produce computer systems adhering to open system industry standards, the
development effort for the Company and other independent memory manufacturers is
straightforward and allows for the use of many standard components.
 
 The
Company is also continuing to develop its XcelaSAN®product line.  XcelaSAN is a unique intelligent Storage Area
Network (SAN) optimization solution designed to deliver substantive application
performance improvement to applications such as Oracle, SQL and VMware. XcelaSAN
augments existing storage systems by transparently applying intelligent caching
algorithms that serve the most active block-level data from high-speed storage,
creating an intelligent, virtual solid state SAN, allowing organizations to
dramatically increase the performance of their business-critical applications
without the costly hardware upgrades or over-provisioning of storage typically
found in current solutions for increased performance. The Company has made and
is continuing to make significant investments in research and development in
XcelaSAN. The Company plans to release the product for sale in the first half of
its fiscal 2011. The Company plans to invest in ongoing development of the
product for future releases.
 
 Distribution
 
 The
Company sells its memory products to OEM's, distributors, value-added resellers
and larger end-users.  The Company has sales and/or marketing support
offices in New Jersey, Denmark, the United Kingdom, Germany and
Japan.
 
 Product
Warranty and Service
 
 Management
believes that the Company's reputation for the reliability of its memory
products and the confidence of prospective purchasers in the Company's ability
to provide service over the life of the product are important factors in making
sales.  As a consequence, the Company adopted many years ago a
Lifetime Warranty program for its memory products.  The economic
useful life of the computer systems to which the Company's memory modules are
attached is almost always substantially less than the physical useful life of
the Company's memory products.  Thus, memory products are unlikely to
"wear out."  The Company's experience is that less than 1% of all the
products it sells are returned under the Lifetime Warranty.
 
  6
   Working
Capital Requirements
 On February 24, 2010, the Company entered into a Note and Security Agreement
(“Agreement”) with an employee who is also an executive officer of the
Company.  Under the Agreement, the Company borrowed the principal sum
of $1,000,000 for a period of six months, which the Company can extend for an
additional three months without penalty.  The loan bears interest at
the rate of 5.25%. Interest is payable monthly, and the entire principal amount
is payable in the event of the employee’s termination of employment by the
Company.  The loan is collateralized by a security interest in all
machinery, equipment and inventory of Dataram at its Montgomeryville, PA
location. In July 2010, the Company repaid the loan in full. Also, on July 27,
2010, the Company entered into an agreement with a financial institution for
secured debt financing of up to $5.0 million. We have also entered into an
agreement with a vendor, which is wholly owned by the employee and executive
officer referred to above, to consign up $3.0 million of certain inventory into
our manufacturing facilities. This will allow us to substantially reduce our
inventory carrying requirements while still maintaining our ability to service
our customers. Management believes that the Company’s cash flows generated from
operations together with cash generated through these agreements will be
sufficient to meet the Company’s short-term liquidity needs. In order to satisfy
long-term liquidity needs, the Company will need to generate profitable
operations and positive cash flows.
 
 The
memory product business is heavily dependent upon the price of
DRAMs.  Producers of DRAM are required to invest substantial capital
resources to produce their end product.  Their marginal cost is low as
a percentage of the total cost of the product.  As a result, the
world-wide market for DRAMs has swung in the past from period to period from
oversupply to shortage.  During periods of substantial oversupply, the
Company has seen falling prices for DRAMs and wide availability of DRAMs
allowing the Company to have minimum inventories to meet the needs of
customers.  During periods of shortage, DRAMs are allocated to
customers and the Company must invest heavily in inventory in order to continue
to be assured of the supply of DRAMs from vendors.  At the present
time, the market for DRAMs is balanced, but with spot shortages of certain DRAM
configurations.
  Memory
Product Complexity
 
 DRAM
memory products for workstations and enterprise servers have, for many years,
been undergoing a process of simplification with a corresponding decline in
profit margins for current generation memory products as competitors' entry into
the market becomes easier. Memory products for prior generations of workstations
and servers are sold with higher margins as few competitors continue to supply
memory for those computers.
 
 Engineering
 
 The
Company's ability to compete successfully depends upon its ability to identify
new memory needs of its customers.  To achieve this goal, the
Company's engineering group continually monitors computer system vendors' new
product developments, and the Company evaluates and tests major components as
they become available.  The Company designs prototype memory modules
and subjects them to reliability testing procedures.  During its
fiscal year ended April 30, 2010, the Company incurred costs of $998,000 for
engineering, $1,219,000 in fiscal 2009 and $1,267,000 in fiscal
2008.
 
  7
  Research
and Development
 
 Research
and development expense in fiscal 2010 were $4,265,000, versus$1,531,000
in fiscal 2009 and nil in fiscal 2008. 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 its
XcelaSAN product.
 
 Raw
Materials
 
 The
Company purchases standard DRAMs. The Company also purchases finished modules
from the DRAM manufacturers. In either case, the cost of DRAM chips is the
largest single component of the total cost of memory
products.  Fluctuations in the availability or prices of DRAMs can
have a significant impact on the Company's profit.
 
 The
Company has created close relationships with a number of primary suppliers while
qualifying and developing alternate sources as a back up.  The
qualification program consists of extensive evaluation of process capabilities,
on-time delivery performance and financial stability of each
supplier.  Alternative sources are qualified to normally assure supply
in the event of a problem with the primary source or to handle surges in
demand.
 
 Manufacturing
 
 The
Company assembles its memory boards at its two manufacturing facilities in
Pennsylvania.
 
 Backlog
 
 The
Company expects that all backlog on hand will be filled during the current
fiscal year and most in a matter of days.  The Company's backlog at
April 30, 2010 was $1,185,000, at April 30, 2009 it was $936,000 and at April
30, 2008 it was $255,000.
 
 Seasonality
 
 The
Company's business can be seasonal with December and January being the slowest
months.
 
 Competition
 
 The
intensely competitive computer industry is characterized by rapid technological
change and constant pricing pressures.  These characteristics are
equally applicable to the third party memory market, where pricing is a major
consideration in the buying decision.  The Company competes with HP,
Sun, IBM, and Dell, as well as with a number of third party memory suppliers,
including Kingston Technology.
 
 Although
many of the Company's competitors possess significantly greater financial,
marketing and technological resources, the Company competes favorably based on
the buying criteria of price/performance, time- to-market, product quality,
reliability, service/support, breadth of product line and compatibility with
computer system vendors' technology.  The Company's objective is to
continue to remain strong in all of these areas with particular focus on
price/performance and time-to-market, which management believes are two of the
more important criteria in the selection of third party memory product
suppliers.  Market research and analysis capability by the Company is
necessary to ensure timely information on new products and technologies coming
from the computer system vendors and from the overall memory
market.  The Company must continue low cost, high volume production
while remaining flexible to satisfy the time-to-market requirement.
 
 
  8
  The
Company believes that its 43-year reputation for providing quality products is
an important factor to its customers when making a purchase
decision.  To strengthen this reputation, the Company has a
comprehensive lifetime warranty program which provides customers with added
confidence in buying from the Company.  See "Business-Product Warranty
and Service."
 
 Patents,
Trademarks and Licenses
 
 The
Company believes that its success depends primarily upon the price and
performance of its products rather than on ownership of copyrights or
patents.
 
 Sale
of memory products for systems that use proprietary memory design can from time
to time give rise to claims of copyright or patent infringement.  In
most such instances the Company has either obtained the opinion of patent
counsel that its products do not violate such patents or copyrights or obtained
a license from the original equipment manufacturer.
 
 To
the best of the Company's knowledge and belief, no Company product infringes any
valid copyright or patent.  However, because of rapid technological
development in the computer industry with concurrent extensive patent coverage
and the rapid rate of issuance of new patents, questions of infringement may
continue to arise in the future.  If such patents or copyrights are
perfected in the future, the Company believes, based upon industry practice,
that any necessary licenses would be obtainable upon the payment of reasonable
royalties.
 
 Employees
 
 As
of April 30, 2010, the Company had 113 full-time employees.  The
Company believes it has satisfactory relationships with its
employees.  None of the Company's employees are covered by a
collective bargaining agreement.
 
 Environmental
 
 Compliance
with federal, state and local provisions which have been enacted or adopted to
regulate the protection of the environment does not have a material effect upon
the capital expenditures, earnings and competitive position of the
Company.  The Company does not expect to make any material
expenditures for environmental control facilities in either the current fiscal
year (fiscal 2011) or the succeeding fiscal year (fiscal 2012).
 
 (d)  Financial
information about geographic area sales.
 
 REVENUES
(000's)
 Export
 Fiscal         U.S.      Europe     Other*    Consolidated
 ------        -----      ------     ------    ------------
 2010         $35,566     $4,484    $3,970       $44,020
 2009         $19,088     $4,793    $2,016       $25,897
 2008         $22,270     $5,875    $2,748       $30,893
 
 PERCENTAGES
 Export
 Fiscal         U.S.      Europe     Other*    Consolidated
 ------        -----      ------     ------    ------------
 2010           80.8%      10.2%       9.0%        100.0%
 2009           73.7%      18.5%       7.8%        100.0%
 2008           72.1%      19.0%       8.9%        100.0%





*Principally
Asia Pacific Region





9




Item
1A.     RISK FACTORS





WE
MAY NEED TO OBTAIN ADDITIONAL WORKING CAPITAL FOR CONTINUED RESEARCH AND
DEVELOPMENT.  The development of the XcelaSAN product line has
required and will continue to require substantial capital
investment.  The Company believes that it has obtained sufficient
financing for the continued development of the products through its fiscal
2011.  There can be no assurance, however, that such financing will be
sufficient for the Company’s purposes or that additional sources of financing
will be available if needed.  If we require and are unable to
raise additional funds, we may need to delay, scale-back or eliminate
some or all of our research and product development programs and/or license
third parties to develop and commercialize products or technologies that we
would otherwise seek to develop and commercialize ourselves.





WE MAY HAVE TO SUBSTANTIALLY INCREASE
OUR WORKING CAPITAL REQUIREMENTS IN THE EVENT OF DRAM
ALLOCATIONS.  Over the past 20 years, availability of DRAMs has swung
back and forth from oversupply to shortage.  In times of shortage, we
have been forced to invest substantial working capital resources in building and
maintaining inventory.  At such times we have bought DRAMs in excess
of our customers' needs in order to ensure future allocations from DRAM
manufacturers. In the event of a shortage, we may not be able to obtain
sufficient DRAMs to meet customers' needs in the short term, and we may have to
invest substantial working capital resources in order to meet long-term customer
needs.





WE
COULD SUFFER LOSSES IF DRAM PRICES DECLINE SUBSTANTIALLY.  We are at
times required to maintain substantial inventories during periods of shortage
and allocation.  Thereafter, during periods of increasing availability
of DRAMs and rapidly declining prices, we have been forced to write down
inventory. There can be no assurance that we will not suffer losses in the
future based upon high inventories and declining DRAM prices.





OUR
MEMORY PRODUCTS MAY VIOLATE OTHERS' PATENTS.  Certain of our memory
products are designed to be used with proprietary computer systems built by
various OEM manufacturers.  We often have to comply with the OEM's
proprietary memory designs which may be patented, now or at some time in the
future.  OEMs have, at times, claimed that we have violated their
patent rights by adapting our computer memory products to meet the requirements
of their systems.  It is our policy to, in unclear cases, either
obtain an opinion of patent counsel prior to marketing, or obtain a license from
the patent holder.  We are presently licensed by Sun Microsystems and
Silicon Graphics to sell memory products for certain of their
products.  However, there can be no assurance that memory designs will
not be created in the future which will, in fact, be patented and which patent
holders will require the payment of substantial royalties as a condition for our
continued presence in the segment of the market covered by the patent or they
may not give us a license.  Nor can there be any assurance that our
existing products do not violate one or more existing patents.





WE
MAY LOSE AN IMPORTANT CUSTOMER.  During fiscal 2010, the largest ten
customers accounted for approximately 34% of the Company's revenues and
one customer accounted for 11% of the Company's revenues.  There
can be no assurance that one or more of these customers will not cease or
materially decrease their business with the Company in the future and that our
financial performance will not be adversely affected thereby.





10





SALES
DIRECTLY TO OEM'S CAN MAKE OUR REVENUES, EARNINGS, BACKLOG AND INVENTORY LEVELS
UNEVEN.  Revenue and earnings from OEM sales may become uneven as
order sizes are typically large and often a completed order cannot be shipped
until released by the OEM, e.g., to meet a "just in time" inventory
requirement.  This may occur at or near the end of an accounting
period.  In such case, revenues and earnings could decline for the
period and inventory and backlog could increase.





WE
FACE COMPETITION FROM OEMs.  In the compatibles market we sell our
products at a lower price than OEMs.  Customers will often pay some
premium for the "name brand" product when buying additional memory and OEMs seek
to exploit this tendency by having a high profit margin on memory
products.  However, individual OEMs can change their policy and price
memory products competitively.  While we believe that with our
manufacturing efficiency and low overhead we still would be able to compete
favorably with OEMs, in such an event profit margins and earnings would be
adversely affected.  Also, OEMs could choose to use "free memory" as a
promotional device in which case our ability to compete would be severely
impaired.





WE
FACE COMPETITION FROM DRAM MANUFACTURERS.  DRAM manufacturers not only
sell their product as discreet devices, but also as finished memory
modules.  They primarily sell these modules directly to OEMs and large
distributors and as such compete with us.  There can be no assurance
that DRAM manufacturers will not expand their market and customer base, and our
profit margins and earnings could be adversely affected.





THE
MARKET FOR OUR PRODUCTS MAY NARROW OVER TIME.  The principal market
for our memory products consists of the manufacturers, buyers and owners of
workstations and enterprise servers, classes of machines lying between large
mainframe computers and personal computers.  Personal computers are
increasing in their power and sophistication and, as a result, are now filling
some of the computational needs traditionally filled by workstations. The
competition for the supply of after-market memory products in the PC industry is
very competitive and to the extent we compete in this market we can be expected
to have lower profit margins.  There can be no assurance that this
trend will not continue in the future, and that our financial performance will
not be adversely affected.




A
PORTION OF OUR OPERATIONS IS DESIGNED TO MEET THE NEEDS OF THE VERY COMPETITIVE
INTEL AND AMD PROCESSOR-BASED MOTHERBOARD MARKET.  In addition to
selling server memory systems, we develop, manufacture and market a variety of
memory products for motherboards that are Intel or AMD processor
based.  Many of these products are sold to OEMs and incorporated into
computers and other equipment.  This is an intensely competitive
market with high volumes but lower margins.





WE
MAY MAKE UNPROFITABLE ACQUISITIONS.  The Company is actively looking
at acquiring complementary products and related intellectual property. The
possibility exists that an acquisition will be made at some time in the
future.  Uncertainty surrounds all acquisitions and it is possible
that a particular acquisition may not result in a benefit to shareholders,
particularly in the short-term. In addition, there can be no assurance that the
recently acquired business of MMB will be, or remain, a profitable operating
unit of the Company or that expected savings from having a larger consolidated
business operation will occur.








11





THE
INVESTMENTS WE MAKE IN RESEARCH AND DEVELOPMENT MAY NOT LEAD TO PROFITABLE NEW
PRODUCTS.  The Company has implemented a strategy to introduce new and
complementary products into its offerings portfolio, and expects to spend
substantial sums of money on research and development of such possible new
products.  There can be no assurance, however, that these research and
development expenditures will result in the identification or exploitation of
any products that can be profitably sold by the Company.





WE
MAY BE ADVERSELY AFFECTED BY EXCHANGE RATE FLUCTUATIONS.  A portion of
our accounts receivable and a portion of our expenses are denominated in foreign
currencies.  These proportions change over time.  As a
result, the Company's revenues and expenses may be adversely affected, from time
to time, by changes in the relationship of the dollar to various foreign
currencies on foreign exchange markets.  The Company does not
currently hedge its foreign currency risks.





WE
MAY INCUR INTANGIBLE ASSET AND GOODWILL IMPAIRMENT CHARGES WHICH COULD HARM
OUR PROFITABILITY.  We periodically review the carrying values of our
intangible assets and goodwill to determine whether such carrying values exceed
the fair market value. Our goodwill is subject to an annual review for goodwill
impairment. If impairment testing indicates that the carrying value exceeds its
fair value, the intangible assets or goodwill is deemed impaired.
Accordingly, an impairment charge would be recognized in the period identified,
which could reduce our profitability.




OUR
STOCK HAS LIMITED LIQUIDITY.  Although our stock is publicly traded,
it has been observed that this market is "thin."  As a result, the
common stock may trade at a discount to what would be its value if the stock
enjoyed greater liquidity.





WE
ARE SUBJECT TO THE NEW JERSEY SHAREHOLDERS PROTECTION ACT.  This
statute has the effect of prohibiting any "business combination" - a very
broadly defined term - with any "interested shareholder" unless the transaction
is approved by the Board of Directors at a time before the interested
shareholder had acquired a 10% ownership interest.  This prohibition
of "business combinations" is for five years after the shareholder became an
"interested shareholder" and continues after that time period subject to certain
exceptions.  A practical consequence of this statute is that a hostile
acquisition of our company is unlikely to occur and hostile transactions which
might be of benefit to our shareholders are unlikely to occur.





Item
1B.  UNRESOLVED STAFF COMMENTS





Not
applicable.





Item
2.   PROPERTIES





The
Company occupies 15,200 square feet of space for administrative, sales, research
and development and manufacturing support in West Windsor Township, New Jersey
under a lease expiring on June 30, 2011.





The
Company leases 32,000 square feet of assembly plant and office space in Bucks
County, Pennsylvania.  The lease expires on January 31,
2011.





The
Company leases 17,500 square feet of assembly plant and office space in
Montgomery County, Pennsylvania.  The lease expires on March 31,
2011.





The
Company also leases marketing facilities in New Jersey, Denmark, Germany, and
Japan.








12




Item
3.   LEGAL PROCEEDINGS





Ring Technology v. Add-On
Computer Peripherals, LLC


Civil
Action No. 10-104 (E.D. TX)





Ring Technology (“Ring”) has commenced
a patent infringement action in Texas against a number of manufacturers and
distributors of memory products, including Dataram, which utilize an allegedly
patented part.  Ring has also brought a separate action against larger
manufacturers.  A complaint was filed by Ring, and Dataram has filed
an answer contesting all of plaintiff’s claims.  No discovery has yet
been undertaken.





The Company has been in discussions
with Ring and several of the defendant memory vendors.  The Company is
also pursuing a voluntary dismissal by Ring of its action against Dataram, as
well as advising the Company’s vendors of their contractual obligation to
indemnify Dataram.  If the case continues against Dataram, it is
management’s intent to contest the matter vigorously.








PART
II





Item
5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS


AND
ISSUER PURCHASES OF EQUITY SECURITIES





Incorporated
by reference herein is the information set forth in the Company's 2010 Annual
Report to Security Holders under the caption "Common Stock Information" at page
10 and the information from the Definitive Proxy Statement under the
caption "Equity Plan Compensation Information."  No shares were sold
other than pursuant to a registered offering during fiscal 2010.  In
the fourth quarter of fiscal 2010, the Company purchased no shares of its common
stock.





Item
6.  SELECTED FINANCIAL DATA





Incorporated
by reference herein is the information set forth in the 2010 Annual Report to
Security Holders under the caption "Selected Financial Data" at page
29.





Item
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND


RESULTS
OF OPERATION





Incorporated
by reference herein is the information set forth in the 2010 Annual Report to
Security Holders under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operation" at page 2 through page
6.





Item
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Incorporated
by reference herein is the information set forth in the 2010 Annual Report to
Security Holders under the caption "Quantitative and Qualitative Disclosure
about Market Risk" at page 9.











13








Item
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Index
to Consolidated Financial Statements and
Schedule        Page in


Annual


Report*


Consolidated
Financial Statements:





Consolidated
Balance Sheets as of April 30, 2010 and 2009. . . 11





Consolidated
Statements of Operations - Years ended


April
30, 2010, 2009 and 2008 . . . . . . . . . . . . . . 12





Consolidated
Statements of Cash Flows -


Years
ended April 30, 2010, 2009 and 2008 . . . . . . . . 13





Consolidated
Statements of Stockholders' Equity -


Years
ended April 30, 2010, 2009 and 2008 . . . . . . . . 14





Notes
to Consolidated Financial Statements -


Years
ended April 30, 2010, 2009 and 2008 . . . . . . . . 15-28





Report
of Independent Registered Public Accounting


Firm
on Consolidated Financial Statements . . . . . . . . 29







All
schedules are omitted as the required information is not


applicable
or because the required information is included in the


consolidated
financial statements or notes thereto.





*Incorporated
herein by reference.











14





Item
9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING


AND
FINANCIAL DISCLOSURE





Not
applicable.





Item
9A.  CONTROLS AND PROCEDURES





Not
Applicable.





Item
9A(T).  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. The Chief Executive Officer and Chief Financial Officer of the
Company disclosed a material weakness in our financial reporting in the quarter
ended January 31, 2010. This weakness was comprised of a financial accounting
deficiency relating to the initial non-recording during the third quarter ended
January 31, 2010 of a deferred tax asset valuation allowance, which was
subsequently recorded in the financial statements.  The Chief
Executive Officer and Chief Financial Officer of the Company have corrected the
weakness.  The Company’s tax provision and related accounts are
independently reviewed. With the exception of the rectification of
aforementioned material weakness, there were no changes in our internal control
over financial reporting during the quarter ended April 30, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.





REPORT
OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company. Internal control over
financial reporting is a process to provide reasonable assurance regarding the
reliability of our financial reporting for external purposes in accordance with
accounting principles generally accepted in the United States of America.
Internal control over financial reporting includes maintaining records that in
reasonable detail accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary for preparation
of our financial statements; providing reasonable assurance that receipts and
expenditures of Company assets are made in accordance with management
authorization; and providing reasonable assurance that unauthorized acquisition,
use or disposition of Company assets that could have a material effect on our
financial statements would be prevented or detected on a timely basis. Because
of its inherent limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our financial
statements would be prevented or detected.





Management
has conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, management concluded that the Company's
internal control over financial reporting was effective as of April 30, 2010.
This Annual Report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting.





Management's
report was not subject to attestation by the Company's independent
registered public accounting firm.





15




Item
9B.  OTHER INFORMATION





None.









PART
III





Item
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Incorporated
by reference herein is the information set forth in the Definitive Proxy
Statement under the captions "Executive Officers of the Company", "Nominees for
Director" and "Section 16 Compliance."  The Company's "Code of
Ethics", within the meaning of Item 406 of Registered S-K, is posted on the
Company's web site at www.dataram.com





Item
11.  EXECUTIVE COMPENSATION





Incorporated
by reference herein is the information set forth in the Definitive Proxy
Statement under the caption "Executive Compensation."





Item
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND


MANAGEMENT
AND RELATED STOCKHOLDER MATTERS





Incorporated
by reference herein is the information set forth in the Definitive Proxy
Statement under the captions "Security Ownership of Certain Beneficial Owners
and Management" and "Equity Plan Compensation Information."





Item
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR


INDEPENDENCE





Incorporated
by reference herein is the information set forth in the Definitive Proxy
Statement under the captions "Executive Compensation," "Board of Directors" And
“Related Party Transactions.”





Item
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





Incorporated
by reference herein is the information set forth in the Definitive Proxy
Statement under the caption "Principal Accountant Fees and
Services."








PART
IV





Item
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES





The
following documents are filed as part of this report:





1.    Financial
Statements incorporated by


reference
into Part II of this Report.





2.    The
documents identified in the Exhibit Index which


appears
on page 18.











16





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





DATARAM
CORPORATION


(Registrant)





Date:     July
29, 2010           By:
JOHN H. FREEMAN


--------------------------------


John
H. Freeman, President





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the Company and in the capacities
and on the dates indicated.





Date:     July
29, 2010           By:
ROGER C. CADY


--------------------------------


Roger
C. Cady, Chairman of the


Board
of Directors





Date:     July
29, 2010           By:
JOHN H. FREEMAN


--------------------------------


John
H. Freeman, President


Chief
Executive Officer and


Director





Date:     July
29, 2010           By:
THOMAS A. MAJEWSKI


--------------------------------


Thomas
A. Majewski, Director








Date:     July
29, 2010           By:
ROSE ANN GIORDANO


--------------------------------


Rose
Ann Giordano, Director








Date:     July
29, 2010           By:
MARK E. MADDOCKS


--------------------------------


Mark
E. Maddocks


Vice
President, Finance


(Principal
Financial & Accounting Officer)










17





EXHIBIT
INDEX





3(a)  Restated
Certificate of Incorporation. Incorporated by reference


from
Exhibits to an Annual Report on Form 10-K for the year ended


April
30, 2008, filed with the Securities and Exchange Commission, SEC


file
number 001-08266, on July 25, 2008.





3(b)  By-Laws.  Incorporated
by reference from Exhibits to an Annual Report


on
Form 10-K for the year ended April 30, 2008, filed with the


Securities
and Exchange Commission, SEC file number 001-08266, on July


25,
2008.





10(a)
2001 Stock Option Plan.* Incorporated by reference from Exhibits to
a


Definitive
Proxy Statement for an Annual Meeting of Shareholders held


on
September 12, 2001, filed with the Securities and Exchange


Commission,
SEC file number 001-08266, on July 26, 2001.





10(b)
Savings and Investment Retirement Plan, January 1, 2001
Restatement.*


Incorporated
by reference from Exhibits to an Annual Report


on
Form 10-K for the year ended April 30, 2003, filed with the


Securities
and Exchange Commission, SEC file number 001-08266, on July


29,
2003.





10(c)
West Windsor, New Jersey Lease dated September 19,
2000.  Incorporated


by
reference from Exhibits to an Annual Report on Form 10-K for the


year
ended April 30, 2001, filed with the Securities and Exchange


Commission,
SEC file number 001-08266, on July 26, 2001.





10(d)
Addendum "D" to West Windsor, New Jersey Lease dated February 13,
2006.


Incorporated
by reference from Exhibits to a Current Report on


Form
8-K filed with the Securities and Exchange Commission, SEC file


number
001-08266, on February 14, 2006.





10(e)
Bucks County, Pennsylvania Lease dated January 11,
2006.  Incorporated


by
reference from Exhibits to a Current Report on Form 8-K with the


Securities
and Exchange Commission, SEC file number 001-08266, filed


on
January 26, 2006.





10(f)
Asset Purchase Agreement, dated March 20, 2009, by and among
Dataram


Corporation,
Micro Memory Bank, Inc. and Mr. David Sheerr.


Incorporated
by reference from Exhibits to a Current Report on


Form
8-K/A with the Securities and Exchange Commission, SEC file


number
001-08266, filed on May 26, 2009.





10(g)
Lease Agreement, dated December 31, 2000, between Nappen &
Associates


and
Micro Memory Bank, Inc. and assigned to Dataram
Corporation.


Incorporated
by reference from Exhibits to an Annual Report


on
Form 10-K for the year ended April 30, 2009, filed with the


Securities
and Exchange Commission, SEC file number 001-08266, on July


28,
2009.





10(h)
Lease Renewal Agreement, dated February 13, 2006, between Nappen
&


Associates
and Micro Memory Bank, Inc. and assigned to Dataram


Corporation.  Incorporated
by reference from Exhibits to an


Annual
Report on Form 10-K for the year ended April 30, 2009, filed with
the


Securities
and Exchange Commission, SEC file number 001-08266, on July


28,
2009.





10(i)
Employment Agreement of Jeffrey H. Duncan dated as of February 1,


2005.*  Incorporated
by reference from Exhibits to an Annual Report on


Form
10-K for the year ended April 30, 2005, filed with the Securities


and
Exchange Commission, SEC file number 001-08266, on July 28, 2005.








18




10(j)
Employment Agreement of Mark E. Maddocks dated as of February 1,
2005.*


Incorporated
by reference from Exhibits to an Annual Report on


Form
10-K for the year ended April 30, 2005, filed with the Securities


and
Exchange Commission, SEC file number 001-08266, July 28, 2005.





10(k)
Employment Agreement of David Sheerr dated as of March 31, 2009.*





10(l)
Product Consignment And Sale Agreement, dated as of July 27, 2010,
 Between Sheerr
Memory, Inc. and Dataram Corporation.  Incorporated by
 reference from
Exhibits to a Current Report on Form 8-K filed with
 the Securities and
Exchange Commission, SEC file number 001-08266,
 on July 29,
2010.





10(m)
Loan and Security Agreement, dated as of July 27, 2010, between
 Crestmark Capital
Lending LLC and Dataram Corporation. Incorporated by
 reference from
Exhibits to a Current Report on Form 8-K filed with the
 Securities and
Exchange Commission, SEC file number 001-08266, on
 July 29,
2010.




10(n)
Schedule to Loan and Security Agreement, dated as of July 27, 2010,
 between Crestmark
Capital Lending LLC and Dataram Corporation.
 Incorporated
by reference
from Exhibits to a Current Report on
 Form 8-K filed with
the Securities
and Exchange Commission,
 SEC file number
001-08266, on July
29, 2010.
 
 10(o)
Promissory Note, dated as of July 27, 2010, from Dataram
Corporation
 to Crestmark
Capital Lending
LLC. Incorporated by reference
from
 Exhibits to a
Current Report on Form 8-K filed with the
 Securities and
Exchange Commission, SEC file number 001-08266, on
 July 29,
2010.




13(a)
2010 Annual Report to Shareholders





14(a)
Code of Ethics.  Incorporated by reference from Exhibits to a
Current


Report
on Form 8-K filed with the Securities and Exchange Commission,


SEC
file number 001-08266, on June 20, 2005.





23(a)
Consent of J.H. Cohn LLP, Independent Registered Public Accounting


Firm.





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





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





32(a)
Section 1350 Certification of John H. Freeman (Furnished not Filed)





32(b)
Section 1350 Certification of Mark Maddocks (Furnished not Filed)











*Management
Contract or Compensatory Plan or Arrangement








19