RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              DATARAM CORPORATION

     Dataram Corporation, by the undersigned duly authorized officer, acting
to restate and integrate into one document, pursuant to NJSA 14A:9-5 but not
substantively amend, the Certificate of Incorporation, hereby certifies that
the foregoing constitutes Certificate of Incorporation of Dataram
Corporation:

     FIRST:     The name of the corporation is:

                    DATARAM CORPORATION

     SECOND:     The location of the registered office in the State of New
Jersey is:  c/o The Corporation Trust Company, 820 Bear Tavern Road, W.
Trenton, New Jersey 08628.

     THIRD:     The name of the registered agent, upon whom process against
the corporation may be served is: The Corporation Trust Company.

     FOURTH:     The objects for which this corporation is formed are as
follows:

     To engage in the manufacture and development of computer components;
and to do all things necessary and incidental thereto.

     FIFTH:     In order to accomplish the aforesaid objects, this
corporation is given the following powers:

     1.     To purchase, lease take in exchange or otherwise acquire lands,
leaseholds, or other interests therein, together with any buildings or
structures that may be on the said lands or leaseholds or interests of any
of them and to sell, lease, exchange or otherwise dispose of the whole or
any portion of the whole or any portion of the lands, leaseholds, or
interests and all of or any of the buildings or structures that are now or
may hereinafter be erected thereon, and to take such security therefor as
may be deemed necessary or appropriate; to construct, erect, prepare and
maintain buildings and factories and to deal in building materials; to
mortgage the whole or any part of lands, leaseholds, or interests therein
owned by the corporation; to take or hold mortgages for any unpaid balance
of the purchase money on any lands, buildings or structures sold, and to
sell, exchange or otherwise dispose of said mortgages; to improve, alter and
manage said lands, leaseholds, buildings and factories, and to guarantee and
otherwise assist in the performance of contracts or mortgages of persons,
firms or corporations with whom the corporation may have dealings, and to
assume and take over such mortgages or contracts on default;

     2.     To act as agents, employees or independent contractors in all
kinds of transactions within the objects of the corporation and to assist,
for remuneration or otherwise, any of the customers or members of the
corporation in any part of their business or undertakings;

     3.     To acquire by purchase, subscription or otherwise, and to own,
hold, sell, negotiate, assign, deal in, exchange, transfer, mortgage, pledge
or otherwise dispose of any shares of the capital stock, scrip, or any
voting trust certificates in respect of the shares of capital stock of, or
any bonds, debentures, notes, mortgages, securities or evidence of
indebtedness or created by any other corporation, joint stock company or
association, public or private, or of the Government of the United States of
America, or any subdivision or authority thereof, or of any state,
territory, municipality, or other political subdivision or of any
governmental agency; and to issue in exchange therefore, in the manner
permitted by law, shares of the capital stock, bonds, debentures, notes or
other obligations of the corporation; and while the holder or owner of bonds,
debentures, notes, mortgages, or other securities or evidence of indebtedness
to process and exercise in respect thereof any and all rights, powers and
privileges of ownership, including the right to vote thereon;

     4.     To purchase, lease, or to otherwise acquire and to hold,
exercise and enjoy all or any of the property, franchise, good will, rights,
powers and privileges held or enjoyed by any person or firm or any
corporation or association and to undertake the liabilities of any such
person, firm, corporation or association; and to sell, lease, mortgage,
pledge or otherwise dispose of the same;

     5.     To take part in the management, supervision or control of the
business or operation of any company or undertaking, and for that purpose to
appoint and remunerate any directors, accountants, officers or other experts
or agents;

     6.     To distribute in kind or in specie or otherwise as may be
resolved, any assets of the corporation among its stockholders and
particularly the shares, bonds, notes, debentures, evidences of indebtedness
or other securities of any other corporation that may take over the whole or
any part of the assets or liabilities of the corporation.

     7.     To apply for, obtain, register, purchase, lease or otherwise
acquire, and to exploit, hold, use, own, operate and introduce, and to sell,
assign or otherwise dispose of any trademark, trade name, copyright, patent,
improvement or license, used in connection with or appertaining to any kind
of business of the corporation; and to use, exercise, develop, grant licenses
in respect of, or otherwise to turn to account any such trademarks, trade
names, copyrights, patents, licenses, processes and the like, or application
therefor, on any such property or rights;

     8.     To purchase, hold, cancel, reissue, sell and transfer its own
shares, bonds, debentures, notes or other evidences of indebtedness, insofar
as the same may be permitted by law;

     9.     To advance money with or without security to and otherwise aid
by endorsement, guaranty or otherwise, any corporation, association,
partnership or trust, any of the shares, stock, bonds, debentures, notes,
evidences of indebtedness or of interest in or securities or obligation of
which shall have been acquired or contracted for by the corporation or in
which or the business of which the corporation shall have directly or
indirectly any interest (including, but not by way of limitation, the power
to guarantee the performance of any undertaking or obligation for the
payment of dividends on stock of shares), and to discharge and cancel
without payment any indebtedness thus arising;

     10.     To borrow or raise monies for the business of the corporation
and any and all of its purposes and upon such terms as the Board of
Directors may determine and as may be permitted by law; and, in connection
therewith, to mortgage, pledge, or assign any and all of the property, real
and personal, and business of the corporation;

     11.     To enter into, make, perform and carry out contracts of every
nature and description, made for any lawful purpose;

     12.     To have and to exercise all the powers now or hereafter
conferred by the laws of the State of New Jersey upon corporations organized
under the laws under which the corporation is organized and any and all acts
amendatory thereof and supplemental thereto;

     13.     To conduct business in the State of New Jersey, other states,
the District of Columbia, the territories and colonies of the United States
and in foreign countries, and to have one or more offices out of the State of
New Jersey, as well as within the said State, and to hold, purchase, mortgage
and convey real and personal property out of the State of New Jersey as well
as within said State.

     SIXTH:     The total number of shares of common stock that may be
issued by the Company is 54,000,000 shares, each having a par value of $1.00.

     All or any part of said shares of common stock may be issued by the
Company from time to time, for such consideration as may be fixed by the
Board of Directors as provided by law.

     SEVENTH:     The minimum amount of capital stock with which the
corporation will commence business is One Thousand Dollars ($1,000.00).

     EIGHTH:     The name and post office address of the current directors
are as follows:

     Robert V. Tarantino          Route 571
                                  P.O. Box 7528
                                  Princeton, NJ  08543-7528

     Richard Holzman              Route 571
                                  P.O. Box 7528
                                  Princeton, NJ  08543-7528

     Thomas A. Majewski           Route 571
                                  P.O. Box 7528
                                  Princeton, NJ  08543-7528

     Bernard L. Riley             Route 571
                                  P.O. Box 7528
                                  Princeton, NJ  08543-7528

     Roger C. Cady                Route 571
                                  P.O. Box 7528
                                  Princeton, NJ  08543-7528

     NINTH:     The period of existence of the corporation is unlimited and
perpetual.

     TENTH:     The following provisions are made for the management of the
business and for the conduct of the affairs of the corporation:

     1.     The Board of Directors shall have power from time to time to fix
and determine and to vary the amount to be reserved as working capital of
the corporation and to determine what, if any, dividends shall be declared
and paid to stockholders out of its surplus or net profits and, before the
payment of any dividends or making any distribution of profits of the
corporation, such sum or sums as they may from time to time, in their
absolute discretion, think proper whether as a reserve fund to meet
contingencies or for the equalizing of dividends or for repairing or
maintaining any property of the corporation or for such corporate purposes
as the Board shall think conducive to the interests of the corporation,
subject, however, to the provisions of this Certificate of Incorporation;

     2.     No contract or other transaction between this corporation and
any other corporation, and no act of this corporation shall in any way be
affected or invalidated by the fact that any of the Directors of this
corporation are pecuniarily or otherwise interested in any contract or
transaction of this corporation provided that the fact that he or such firm
is so interested shall be disclosed or shall have been known to the Board of
Directors or a majority thereof, and any director of this corporation who is
also a director or officer of such other corporation or who is so interested
may be counted in determining the existence of a quorum at any meeting of
the Board of Directors of this corporation which shall authorize any such
contract or transaction with like force and effect as if he were  not such
director or officer of such other corporation or so interested;

     3.     The Board of Directors shall also have power, subject to the
reserved power of the stockholders to alter or repeal the same, to make and
alter the By-Laws of the corporation.  They shall also have power to fix the
times for the declaration and payment of dividends; to authorize and cause
to be executed and delivered mortgages on and instruments of pledge, or any
other instruments creating liens on the real and personal property of the
corporation; to make and determine the use and disposition of any surplus or
net profits over and above the capital stock paid in, and in their
discretion the Board of Directors may use and apply any such surplus or net
profits in purchasing or acquiring shares of its own capital stock to such
extent and in such manner and upon such terms as the Board of Directors
shall deem expedient; and the share of such capital stock so purchased or
acquired may be resold unless such shares shall have been retired as
provided by law; and to determine the convertibility of the preferred stock
for shares of common stock in such manner and for such amounts as the Board
of Directors shall determine;

     4.     Except as otherwise provided by law, and subject to direction by
resolution of a majority of the stockholders having voting powers, the Board
of Directors shall have power from time to time to determine whether or not
and to what extent and at what times and places and under what conditions
and regulations the accounts and books of the corporation, or any of them,
shall be open to the inspection of stockholders; and no stockholder shall
have any right to inspect any account or book or documents of the
corporation except as conferred by statute or authorized by the Directors or
by a resolution adopted by a majority of the stockholders having voting
powers;

     5.     The Board of Directors shall have the power to appoint an
Executive Committee from among its members, which Committee, to the extent
and in the manner provided in the By-Laws of the corporation shall have any
may exercise all the powers of the Board of Directors, so far as may be
permitted by law, in the management of the business and affairs of the
corporation whenever the Board of Directors is not in session at the time of
action;

     6.     The Board of Directors, in addition to the powers and authority
expressly conferred upon them hereinabove and by statute and by the By-Laws,
are hereby empowered to exercise all such powers as may be exercised by the
corporation, subject, nevertheless, to the provision of the Statutes of the
State of New Jersey, of this Certificate of Incorporation and to any
regulations that may from time to time be made by the stockholders having
voting powers, provided that no regulations so made shall invalidate any
provision of this Certificate of Incorporation or any prior act of the
Directors which would have continued valid if such regulation had not been
made.  Election of the Board of Directors need not be by ballot but shall be
conducted as prescribed by the By-Laws.

     ELEVENTH:     Directors and Officers shall be indemnified as required
by law and the Corporation shall be permitted to indemnify Directors and
Officers as may be provided by law, in the By-Laws of the Corporation or
otherwise.

     TWELFTH:     The corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation in
the manner now or hereafter prescribed by law, and all rights and powers
conferred herein on stockholders, directors and officers are subject to this
reserved power.

     THIRTEENTH:     The Certificate of Incorporation may be amended by the
affirmative vote of a majority of the shares entitled to vote thereon at a
meeting of stockholders duly called for the purpose.

     FOURTEENTH:     Neither a Director nor an Officer shall be liable to
the Corporation or its shareholders for damages for breach of any duty owed
to the Corporation, except that this provision shall not relieve a Director
or an Officer from liability for any breach of the duty for acts or
omissions (a) in breach of such person's duty of loyalty to the Corporation
or its shareholders; (b) not in good faith or involving a knowing violation
of law; or (c) resulting in the receipt by such person of an improper
personal benefit.

     IN WITNESS WHEREOF, DATARAM CORPORATION has caused its duly authorized
officer to execute this Certificate on his ___ day of July, 2000.

                                    DATARAM CORPORATION



                                    By: _____________________________
                                        Robert V. Tarantino, President







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