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, 2007.

[ ]  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]

    NOTE - Checking the box above will not relieve any registrant required
to file reports pursuant to Section 13 or 15(d) of the Exchange Act from
their obligations under those Sections.

    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 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 [X]     No [ ]


    Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer.  See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act.  (Check one):

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

     Indicate by check mark whether the registrant is a shell-company (as
defined in Rule 12b-2 of the 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, 2006, was $35,699,100.

     The number of shares of Common Stock outstanding on July 16, 2007 was
8,753,133 shares.

DOCUMENTS INCORPORATED BY REFERENCE:

    (1)  Definitive Proxy Statement for Annual Meeting of Shareholders to be
held on September 27, 2007 (the "Definitive Proxy Statement") to be filed
within 120 days of the end of the fiscal year.

    (2)  2007 Annual Report to Security Holders














                                      1























                            DATARAM CORPORATION
                                  INDEX
Part I                                                         Page

     Item 1.   Business . . . . . . . . . . . . . . . . . . . . 3

     Item 1A.  Risk Factors . . . . . . . . . . . . . . . . . . 8

     Item 1B.  Unresolved Staff Comments. . . . . . . . . . . . 10

     Item 2.   Properties . . . . . . . . . . . . . . . . . . . 10

     Item 3.   Legal Proceedings  . . . . . . . . . . . . . . . 11

     Item 4.   Submission of Matters to a Vote of
               Security Holders . . . . . . . . . . . . . . . . 11
Part II

     Item 5.   Market for Registrant's Common Equity,
               Related Stockholder Matters and
               Issuer Purchases of Equity Securities. . . . . . 11

     Item 6.   Selected Financial Data. . . . . . . . . . . . . 11

     Item 7.   Management's Discussion and Analysis of
               Financial Condition and Results of Operation . . 11

     Item 7A.  Quantitative and Qualitative Disclosures
               About Market Risk  . . . . . . . . . . . . . . . 11

     Item 8.   Financial Statements and Supplementary Data. . . 12

     Item 9.   Changes In and Disagreements with Accountants
               on Accounting and Financial Disclosure . . . . . 16

     Item 9A.  Controls and Procedures  . . . . . . . . . . . . 16

     Item 9A(T)Controls and Procedures  . . . . . . . . . . . . 16

     Item 9B.  Other Information  . . . . . . . . . . . . . . . 16

Part III

     Item 10.  Directors, Executive Officers, and
               Corporate Governance . . . . . . . . . . . . . . 17

     Item 11.  Executive Compensation . . . . . . . . . . . . . 17

     Item 12.  Security Ownership of Certain
               Beneficial Owners and Management and
               Related Stockholder Matters. . . . . . . . . . . 17
     Item 13.  Certain Relationships and Related
               Transactions, and Director Independence. . . . . 17
     Item 14.  Principal Accounting Fees and Services . . . . . 17

Part IV

     Item 15.  Exhibits, Financial Statement Schedules . . . .  17

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
                                     2


                                   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"), Silicon Graphics, Inc. ("SGI"), 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 a manufacturing facility
in the United States with sales offices in the United States, Europe and
Japan.  The Company 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 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 DRAMs.

     The Company's revenues for fiscal 2007 were $38.4 million compared to
$41.8 million in fiscal 2006.  The decline in revenue came primarily from
reduced sales to one OEM customer, that had been experiencing financial
difficulties.  Revenues derived from sales to this customer were $7,000 in
fiscal 2007 compared to $3.0 million in fiscal 2006.  Fiscal 2007 sales to
this customer occurred primarily in the Company's first fiscal quarter ended
July 31, 2006.  Revenues were also adversely impacted by a decline in average
selling prices.  The Company's average selling price per gigabyte declined by
approximately 25% in fiscal 2007 compared to the prior year.  However, the
decrease in average selling price was offset by higher volume, measured as
gigabytes shipped.

     The Company's gross margins in fiscal 2007 were 23 percent of revenue.
This gross margin level is considered by management to be normal.  Management
expects that cost of sales as a percentage of revenue will generally be
approximately 75%, which is in line with its historical norm.  Fluctuations
either up or down of 3% or less in any given period are not unusual and can
result from many factors, some of which are a rapid change in the price of
DRAMs, a change in product mix possibly resulting from a large order or
series of orders for a particular product or a change in customer mix.

     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.



                                      3



     (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.  Management estimates that long-term growth trends measured by
revenue in the market for its products is increasing.

     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.


                                      4

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.

Distribution

     The Company sells its memory products to OEM's, distributors, value-
added resellers and larger end-users.  The Company has sales offices in New
Jersey, Denmark, France, 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.

Working Capital Requirements

     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 and the Company must invest heavily in
inventory in order to continue to be assured of the supply of DRAMs from
vendors.  Thus, the Company must maintain large cash reserves.  At the
present time, the market for DRAMs is one of oversupply.  At April 30, 2007,
the Company had cash and cash equivalents of $14.1 million and had no debt.

Memory Product Complexity

     DRAM memory products for workstations and enterprise servers had, for
many years, been undergoing a process of simplification with a corresponding
decline in profit margins as competitors' entry into the market became
easier.  However, recent trends in the market have seen the development by
OEMs of more complex memory designs.  This has enabled the Company to increase
its margins somewhat.

Engineering and Development

     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

                                      5

they become available.  The Company designs prototype memory modules and
subjects them to reliability testing procedures.  During its fiscal year
ended April 30, 2007, the Company incurred costs of $1,243,000 for
engineering and product development, $1,136,000 in fiscal 2006 and
$1,300,000 in fiscal 2005.

Raw Materials

     The Company purchases standard DRAMs.  The cost of such chips is
approximately 75% 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 manufacturing facility in
Bucks County, 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, 2007 was $579,000, at April 30, 2006 it was $964,000, and at April
30, 2005 it was $3,735,000.

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, SGI, 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.


                                      6



     The Company believes that its 40-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, 2007, the Company had 95 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 2008) or the succeeding fiscal year (fiscal
2009).
















                                   7




     (d)  Financial information about geographic area sales.

                               REVENUES (000's)
                                      Export
        Fiscal         U.S.      Europe     Other*    Consolidated
        ------        -----      ------     ------    ------------
        2007         $27,583      6,484     4,337       $38,404
        2006         $29,321      9,151     3,323       $41,795
        2005         $50,210      8,716     6,758       $65,684

                              PERCENTAGES
                                      Export
        Fiscal         U.S.      Europe     Other*    Consolidated
        ------        -----      ------     ------    ------------
        2007           71.8%      16.9%      11.3%        100.0%
        2006           70.1%      21.9%       8.0%        100.0%
        2005           76.4%      13.3%      10.3%        100.0%

       *Principally Asia Pacific Region


Item 1A.     RISK FACTORS

     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.  We believe that the market for DRAMs is presently out of
balance and there is an oversupply of DRAMs, but there can be no assurance
that conditions of shortage may not prevail in the future.  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.  At the present time, the market is one of oversupply, and we seek
to maintain a minimum inventory while meeting the needs of customers.  But
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

                                      8

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 2007, the largest ten
customers accounted for approximately 41% of the Company's revenues, with no
 one customer accounting for 10% or more of the Company's revenues.  There can
be no assurance that one or more of these customers will cease or materially
decrease their business with the Company in the future and that our financial
performance will not be adversely affected thereby.

     WE MAY DISCONTINUE PAYING DIVIDENDS.  In the most recent quarter we paid
a dividend of $0.06 a share and it is our present intention to continue to
pay that dividend each quarter into the future.  However, our ability to
continue paying dividends in this or any other amount is dependent upon our
continued ability to generate profits and positive cash flow.  While a
failure to produce profits and positive cash flow in any particular quarter
may not result in the Company discontinuing paying dividends, a succession of
small quarterly earnings and cash flows could result in the Board of
Directors taking that step.  Our statement of intention that we will continue
to pay dividends each quarter is not a guarantee.

     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
can choose to use "free memory" as a promotional device in which case our
ability to compete is 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 is 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.

                                      9


     A PORTION OF OUR OPERATIONS ARE 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, manufacturer 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.  While we are not currently
engaged in discussions which could lead to an acquisition, 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.

     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.

     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.  In
the event the Lessor enters into a bona fide agreement for sale of the
premises, the Lessor can terminate this lease on two (2) years notice.

     The Company also leases marketing facilities in the United Kingdom,
Denmark, Germany, and Japan.


                                      10




Item 3.   LEGAL PROCEEDINGS

         None.


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of Security Holders in the fourth
quarter of the fiscal year covered by this report.


                                 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 2007 Annual Report to Security Holders under the caption "Common
Stock Information" at page 5 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
2007.  In the fourth quarter of fiscal 2007, 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
2007 Annual Report to Security Holders under the caption "Selected Financial
Data" at page 20.


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
2007 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 5.


Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Incorporated by reference herein is the information set forth in the
2007 Annual Report to Security Holders under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operation" at
page 5.











                                      11



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, 2007 and 2006. . . 6

   Consolidated Statements of Earnings - Years ended
        April 30, 2007, 2006 and 2005 . . . . . . . . . . . . . . 7

   Consolidated Statements of Cash Flows -
        Years ended April 30, 2007, 2006 and 2005 . . . . . . . . 8

   Consolidated Statements of Stockholders' Equity -
        Years ended April 30, 2007, 2006 and 2005 . . . . . . . . 9

   Notes to Consolidated Financial Statements -
        Years ended April 30, 2007, 2006 and 2005 . . . . . . . . 10-18

   Reports of Independent Registered Public Accounting
        Firms on Consolidated Financial Statements. . . . . . . . 19

Financial Statement Schedule:

   Valuation and Qualifying Accounts -
        Years ended April 30, 2007, 2006 and 2005 . . . . . . . . 13

   Reports of Independent Registered Public Accounting
        Firms on Financial Statement Schedule . . . . . . . . . . 14-15

   All other 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.




                                      12





















<TABLE>
Schedule II
                             DATARAM CORPORATION AND SUBSIDIARIES
                                Valuation and Qualifying Accounts
                            Years ended April 30, 2007, 2006 and 2005
                                                      Additions
                                                      charged   Deduc-
                                        Balance at    to costs  tions     Balance
                                        beginning     and       from      at close
       Description                      of period     expenses  reserves  of period
       ___________                      _________     ________  _________ _________
<S>                                     <C>            <C>       <C>        <C>

Year ended April 30, 2007:
   Allowance for doubtful accounts      $  60,000      40,000    30,000*    70,000
   Allowance for sales returns          $ 240,000     393,000   403,000    230,000

Year ended April 30, 2006:
   Allowance for doubtful accounts      $  75,000      (92,000) (77,000)*   60,000
   Allowance for sales returns          $ 250,000      678,000  688,000    240,000

Year ended April 30, 2005:
   Allowance for doubtful accounts      $ 100,000        8,000   33,000*    75,000
   Allowance for sales returns          $ 220,000      843,000  813,000    250,000




*Represents write-offs and recoveries of accounts receivable.
 </TABLE>

                                                         13













            REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS



The Board of Directors and Stockholders
Dataram Corporation:

Under date of July 3, 2007, we reported on the consolidated balance sheets of
Dataram Corporation and Subsidiaries as of April 30, 2007 and 2006, and the
related consolidated statements of earnings, stockholders' equity and cash
flows for the years then ended, as contained in the April 30, 2007 Annual
Report to Security Holders.  These consolidated financial statements and our
report thereon are incorporated by reference in the annual report on Form 10-
K for the year ended April 30, 2007.  In connection with our audits of the
aforementioned consolidated financial statements, we also audited the related
consolidated financial statement schedule as listed in the accompanying Index
at Item 8.  This financial statement schedule is the responsibility of the
Company's management.  Our responsibility is to express an opinion on the
financial statement schedule based on our audits.

In our opinion, such consolidated financial statement schedule referred to
above, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects,
the information set forth therein.



/s/ J.H. COHN LLP
J.H. Cohn LLP
Lawrenceville, New Jersey
July 3, 2007
























                                      14








The Board of Directors and Stockholders
Dataram Corporation:

Under date of July 8, 2005, we reported on the consolidated statements
of earnings, stockholders' equity and cash flows of Dataram Corporation
and subsidiaries for the year ended April 30, 2005, as contained in the
April 30, 2007 Annual Report to Security Holders.  These consolidated
financial statements and our report thereon are incorporated by reference in
the annual report on Form 10-K for the year ended April 30, 2007.  In
connection with our audit of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statement
schedule for the year ended April 30, 2005 as listed in the accompanying
index.  This financial statement schedule is the responsibility of the
Company's management.  Our responsibility is to express an opinion on the
financial statement schedule based on our audit.

In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information set
forth therein.




/s/ KPMG LLP



Short Hills, New Jersey
July 8, 2005




























                                      15


Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE

     On October 6, 2005, Dataram Corporation ("the Company") engaged J.H.
Cohn LLP as its independent registered public accounting firm to perform the
Company's annual audit for its fiscal year ending April 30, 2006, and review
of the Company's interim quarterly financial statements.  The Company had
previously engaged KPMG LLP as its principal accountants.  On October 6, 2005
the Company dismissed KPMG LLP as its principal accountants.  The decision to
dismiss KPMG LLP and engage J.H. Cohn LLP was made by the Audit Committee of
the Board of Directors.

     In connection with the audits of the two fiscal years ended April 30,
2005 and 2004, and the subsequent interim period through October 6, 2005,
there were no: (1)disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement or (2) reportable events as described by
Item 304(a)(1)(v) of Regulation S-K.

     The audit reports of KPMG LLP on the consolidated financial statements
of the Company and subsidiaries as of and for the years ended April 30, 2005
and 2004 did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles.


Item 9A.  CONTROLS AND PROCEDURES

     The Company's management acting under the supervision of the Audit
Committee is responsible for establishing and maintaining adequate internal
controls and procedures to permit accurate financial reporting.  Under the
supervision and with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of our disclosure controls and procedures pursuant to Exchange
Act Rule 13a-15(e) as of the end of the period covered by this report.  Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer
have concluded that these disclosure controls and procedures are effective.

     There were no changes in our internal control over financial reporting
during the quarter ended April 30, 2007 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting. This annual report does not include a report of management's
assessment regarding internal control over financial reporting or an
attestation report of the Company's registered public accounting firm due to
a transition period established by the Securities and Exchange Commission for
non-accelerated filers.


Item 9A(T).  Controls and Procedures

         Not Applicable.


Item 9B.  OTHER INFORMATION

         None.



                                      16



                                  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

     Incorporated by reference herein is the information set forth in the
Definitive Proxy Statement under the captions "Executive Compensation" and
"Board of Directors."


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.    Financial Statement Schedule included in
                    Part II of this Report.

              3.    The documents identified in the Exhibit Index which
                    appears on page 19.






                                     17

                                 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 23, 2007           By: ROBERT V. TARANTINO
                                 --------------------------------
                                 Robert V. Tarantino, 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 23, 2007           By: ROBERT V. TARANTINO
                                 --------------------------------
                                  Robert V. Tarantino, President
                                  Chief Executive Officer and
                                  Chairman of the Board of Directors
                                  (Principal Executive Officer)

Date:     July 23, 2007           By: THOMAS A. MAJEWSKI
                                 --------------------------------
                                   Thomas A. Majewski,
                                   Director


Date:     July 23, 2007           By: BERNARD L. RILEY
                                 --------------------------------
                                  Bernard L. Riley, Director


Date:     July 23, 2007           By: ROGER C. CADY
                                 --------------------------------
                                  Roger C. Cady, Director

Date:     July 23, 2007           By: ROSE ANN GIORDANO
                                 --------------------------------
                                   Rose Ann Giordano, Director

Date:     July 23, 2007           By: JOHN H. FREEMAN
                                 --------------------------------
                                   John H. Freeman, Director

Date:     July 23, 2007           By: MARK E. MADDOCKS
                                 --------------------------------
                                   Mark E. Maddocks
                                   Vice President, Finance
                                   (Principal Financial & Accounting Officer)






                                      18





                               EXHIBIT INDEX

3(a)  Restated Certificate of Incorporation.  Incorporated by reference
      from Exhibits to a Quarterly Report on Form 10-Q for the quarter ended
      July 31, 2000 and filed on September 13, 2000.

3(b)  By-Laws.  Incorporated by reference from Exhibits to an Annual Report
      on Form 10-K for the year ended April 30, 2003 and filed on July 26,
      2003.

4(a)  Loan Agreement dated as of June 21, 2004.  Incorporated by reference
      from Exhibits to an Annual Report on Form 10-K for the year ended
      April 30, 2004 and filed on July 28, 2004.

4(b)  Committed Line of Credit Note dated as of June 21, 2005.
      Incorporated by reference from Exhibits to an Annual Report on
      Form 10-K for the year ended April 30, 2004 and filed on July 28, 2004.

4(c)  Amendment to Loan Documents Dated as of April 4, 2005.  Incorporated by
      reference from Exhibits to an Annual Report on Form 10-K for the year
      ended April 30, 2005 and filed on July 28, 2005.

4(d)  Amendment to Loan Agreement dated as of June 20, 2006.  Incorporated by
      reference from Exhibits to an Annual Report on Form 8-K filed on
      July 7, 2006.

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 and filed 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 and filed on July 26,
      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 and filed 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 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 filed on
      January 26, 2006.

10(f) Employment Agreement of Robert V. Tarantino 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 and filed on July 28,
      2005.

10(g) 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 and filed on July 28,
      2005.

10(h) 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 and filed July 28, 2005.


                                      19

13(a) 2007 Annual Report to Shareholders

14(a) Code of Ethics.  Incorporated by reference from Exhibits to a Current
      Report on Form 8-K filed on June 30, 2005.

23(a) Consent of KPMG LLP, Independent Registered Public Accounting Firm.

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

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)



*Management Contract or Compensatory Plan or Arrangement

































                                      20