SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [ X ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))

[ X ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to _240.14a-11(c) or
_240.14a-12

DATARAM CORP.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11

1) Title of each class of securities to which
transaction applies:

_______________________________________________________

2) Aggregate number of securities to which transaction
applies:

_______________________________________________________

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):

_______________________________________________________

4) Proposed maximum aggregate value of transaction:

_______________________________________________________

5) Total fee paid:

_______________________________________________________

[ ] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

_______________________________________________________

2) Form, Schedule or Registration Statement No.:

_______________________________________________________

3) Filing Party:

_______________________________________________________

4) Date Filed:

_______________________________________________________

DATARAM CORPORATION
A New Jersey Corporation

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on September 6, 2000

TO THE SHAREHOLDERS OF DATARAM CORPORATION:

The Annual Meeting of the Shareholders of DATARAM
CORPORATION (the "Company") will be held at the Company's
corporate headquarters at 186 Princeton Road (Route 571), West
Windsor, New Jersey, on Wednesday, September 6, 2000 at 2:00
p.m., for the following purposes:

(1) To elect five (5) directors of the Company to serve
until the next succeeding Annual Meeting of
Shareholders and until their successors have been
elected and have been qualified.

(2) To ratify the selection of KPMG LLP as the
independent certified public accountants of the Company
for the fiscal year ending April 30, 2001.

(3) To transact such other business as may properly come
before the meeting or any adjournments.

Only shareholders of record at the close of business on the
21st day of July 2000 are entitled to notice of and to vote at
this meeting.

By order of the Board of Directors
Thomas J. Bitar, Secretary

August 2, 2000

The Company's 2000 Annual Report is Enclosed.

PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.

<PAGE 1>
[LOGO]

DATARAM CORPORATION

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 6, 2000

This Proxy Statement is furnished by DATARAM CORPORATION
(the "Company"), which has a mailing address for its principal
executive offices at P.O. Box 7528, Princeton, New Jersey 08543-
7528, in connection with the solicitation by the Board of
Directors of proxies to be voted at the Annual Meeting of
Shareholders of the Company to be held at the Company's corporate
headquarters at 186 Princeton Road (Route 571), West Windsor, New
Jersey on Wednesday, September 6, 2000 at 2:00 p.m. The close of
business on July 21, 2000 has been fixed as the record date for
the determination of shareholders entitled to notice of and to
vote at the Annual Meeting and any adjournments thereof. This
Proxy Statement was mailed to shareholders on or about August 3,
2000.

VOTING RIGHTS

On July 21, 2000, there were outstanding and entitled to
vote 8,515,419 shares of the Company's common stock, par value
$1.00 per share (the "Common Stock"). Holders of the Common Stock
are entitled to one vote, exercisable in person or by proxy, for
each share of Common Stock owned on the record date.
Shareholders may revoke executed proxies at any time before they
are voted by filing a written notice of revocation with the
secretary of the Company. Where a choice has been specified in
the proxy, the shares will be voted as directed.

With respect to each matter to be voted upon, a vote of a
majority of the number of shares voting is required for approval
or election. Abstentions will be counted as votes cast, but
proxies submitted by brokers with a "not voted" direction will
not be counted as votes cast with respect to each matter to be
voted upon where such instruction is given.

EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth information concerning each
of the Company's executive officers:

Name Age Positions with the Company
____ ___ __________________________

Robert V. Tarantino 57 Chairman of the Board of
Directors, President and Chief
Executive Officer

Jeffrey H. Duncan 50 Vice President - Manufacturing
and Engineering

Mark E. Maddocks 48 Vice President - Finance and
Chief Financial Officer

Hugh F. Tucker 47 Vice President - Sales

Julius (Jay) Litus Jr. 58 Vice President - Business
Development

Mark R. Bresky 52 Vice President - Information
Technology

Jerry J. Mazza 54 Vice President - Corporate
Development

Anthony M. Lougee 38 Controller

Robert V. Tarantino has been employed by the Company since
1970. He has served as President and Chief Executive Officer
since 1986. In 1998, he was elected Chairman of the Board of
Directors.

Jeffrey H. Duncan has been employed by the Company since
1974. In 1990, he became Vice President-Engineering. Since 1995,
he served as Vice President - Manufacturing and Engineering.

Mark E. Maddocks has been employed by the Company since
1978. In 1986 he became Controller. Since 1996 he has served as
Vice President - Finance and Chief Financial Officer.

Hugh F. Tucker has been employed by the Company since 1983,
initially as Western Regional Sales Manager. In 1995 he became
Director of Sales and Marketing. Since 1996 he has served as Vice
President - Sales.

Jay Litus joined the Company in December 1998 as Vice
President - Business Development. Prior to joining the Company,
his business career included over fifteen years of experience in
senior sales and marketing management positions with Toshiba and
most recently, AT&T Microelectronics.

Mark R. Bresky has been employed by the Company since 1992,
Initially as Manager of Information Technology. In 1995 he became
Director of Information Technology. Since June of 2000 he has
served as Vice President- Information Technology.

Jerry J. Mazza joined the Company in May 2000 as Vice
President - Corporate Development. Prior to joining the Company,
his business career included over eleven years of experience as a
partner and senior consultant specializing in technology
companies with Kepner-Tregoe, Inc., a worldwide management
consulting firm. His prior experience includes marketing, sales
and finance positions with TWA, Time, Inc. and General Foods
Corporation.

Anthony M. Lougee has been employed by the Company since
1991 as Accounting Manager. In 1999 he was named Controller.

ELECTION OF DIRECTORS

Five (5) directors will be elected at the Annual Meeting of
Shareholders by the vote of a plurality of the shares of Common
Stock represented at such meeting. Unless otherwise indicated by
the shareholder, the accompanying proxy will be voted for the
election of the five (5) persons named under the heading
"Nominees for Directors." Although the Company knows of no
reason why any nominee could not serve as a director, if any
nominee shall be unable to serve, the accompanying proxy will be
voted for a substitute nominee.

NOMINEES FOR DIRECTORS

The term of office for each director will expire at the next
Annual Meeting of Shareholders and when the director's successor
shall have been elected and duly qualified. Each nominee is a
member of the present Board of Directors and has been elected by
shareholders at prior meetings.

Name of Nominee Age
_______________ ___

Robert V. Tarantino 57

Richard Holzman 66

Thomas A. Majewski 48

Bernard L. Riley 70

Roger C. Cady 62

Mr. Tarantino is an executive officer of the Company. Mr.
Tarantino has been a Director since 1981 and Chairman of the
Board of Directors since 1998.

Richard Holzman has been retired since August of 1995. From
January of 1994 until August of 1995, he had been Vice-President
of Optika Imaging Systems. Prior to that, and for more than five
years, he had served as President of Teamworks Technologies,
Inc., a software development company. Mr. Holzman has been a
Director since 1978.

Thomas A. Majewski has been a principal in Walden, Inc., a
computer consulting and technologies venture capital firm, since
1990. Prior to 1990, he had been Chief Financial Officer of
Custom Living Homes & Communities, Inc., a developer of
residential housing. Mr. Majewski has been a Director since 1990.

Bernard L. Riley retired as Executive Vice President and
Chief Financial Officer of the Company in December of 1995. He
had been employed by the Company since 1992. His business career
included thirty years with International Paper with senior
responsibilities in both finance and general management before
taking early retirement in 1985. At that time, he was Vice
President - Logistics. Thereafter, he served for four years as
Vice President, Finance and as a director of Emcore Corporation,
a semiconductor equipment manufacturer. During the two years
immediately prior to joining Dataram, he was a management
consultant. Mr. Riley has been a Director since 1995.

Roger C. Cady is a founder and principal of Arcadia
Associates, a strategic consulting and mergers and acquisitions
advisory firm. Prior to that he was employed as Vice President of
Business Development for Dynatech Corporation, a diversified
communications equipment manufacturer. Before joining Dynatech he
was a strategic management consultant for eight years. His
business career has included 16 years in various engineering,
marketing and management responsibilities as a Vice President of
Digital Equipment Corporation, and President of two early stage
startup companies. Mr. Cady has been a Director since 1996.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of
Common Stock beneficially owned by certain owners known by the
Company to beneficially own in excess of 5% of the Common Stock,
each director of the Company, each named executive officer and
all directors and executive officers collectively, as of July 21,
2000. Unless otherwise indicated, stock ownership includes sole
voting power and sole investment power. No other person or group
is known to beneficially own in excess of five percent (5%) of
the Common Stock.

Name of Director Amount and Percent
or Number of Nature of of
Persons in Group Beneficial Ownership Class(1)
___________________ ____________________ ________

Robert V. Tarantino 971,068(2) 11.1%

Richard Holzman 10,380 *

Thomas A. Majewski 60,500(3) *

Bernard L. Riley 10,000 *

Roger C. Cady 69,700(4) *

Jeffrey H. Duncan 279,624(5) 3.1%

Mark E. Maddocks 207,398(6) 2.4%

Hugh F. Tucker 181,655(7) 2.1%

Jay Litus -

Directors and 1,820,584(8) 19.0%
executive officers
as a group (12 persons)

______________
(1) On July 21, 2000, 8,515,419 shares were outstanding.

(2) Of this amount, 17,100 shares are held by Mr. Tarantino's
wife and 120,000 shares may be acquired by the exercise of
options held. Mr. Tarantino's address is 186 Princeton Road
(Route 571), West Windsor, New Jersey 08550.

(3) Of this amount, 45,000 shares may be acquired by the exercise
of options held.

(4) Of this amount, 22,500 shares may be acquired by the exercise
of options held.

(5) Of this amount, 270,000 shares may be acquired by the
exercise of options held.

(6) Of this amount, 6,000 shares are held by Mr. Maddocks' wife
and 42,000 shares may be acquired by the exercise of options
held.

(7) Of this amount, 270,00 shares may be acquired by the exercise
of options held.

(8) Of this amount, 472,800 shares may be acquired by the
exercise of options held by executive officers under the
Company's incentive and non-statutory stock option plan, and
67,500 shares may be acquired by exercise of options held by
outside directors.

* Less than 1%.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid for the fiscal years ended April
30, 1998, 1999 and 2000 to the Company's Chief Executive Officer and the next four most
highly compensated executive officers.

Summary Compensation Table

Annual Compensation Long Term Compensation
___________________________ ______________________

Other
Name and Annual Stock Other
Principal Fiscal Compen- Options Compen-
Position(1) Year Salary Bonus sation Awarded sation(1)
___________ _____ _______ ______ ______ _______ _________

Robert V. Tarantino 2000 284,850 206,250 -- -- 16,500
Chairman of the Board, 1999 274,800 198,750 -- -- 15,885
President and Chief 1998 261,050 91,033 -- 300,000 15,105
Executive Officer

Jeffrey H. Duncan 2000 180,410 85,280 -- -- 10,234
Vice President - Manu- 1999 173,800 82,000 -- -- 9,810
facturing and Engineering 1998 159,550 53,938 -- 150,000 9,340

Mark E. Maddocks 2000 176,250 83,200 -- -- 9,984
Vice President - Finance, 1999 169,800 80,000 -- -- 5,539
Chief Financial Officer 1998 159,550 52,423 -- 30,000 --

Hugh F. Tucker 2000 197,050 93,600 -- -- 11,232
Vice President - Sales 1999 189,800 90,000 -- -- 7,677
1998 182,300 56,835 -- -- 10,385

Jay Litus 2000 173,600 60,000 -- 75,000 2,475
Vice President - 1999 56,542 -- -- -- 238
Business Development 1998 -- -- -- -- --

________

(1) Payments by the Company to a plan trustee under the Company's Savings and
Investment Retirement Plan, a 401(k) plan. The Company does not have a pension
plan.

The following table provides information concerning options
granted to named executive officers in the fiscal year ended
April 30, 2000:

Option Grants in Fiscal 2000

Percent Exercise Expiration
Name Number of Total Price($) Date 5%(1) 10%(1)

Jay Litus 75,000 31% 4.83 5/2/09 227,817 577,333

__________________
(1) Potential realizable value at assumed annual rates of stock price
appreciation for option term.

The following table provides information concerning option
exercises by named executive officers during the fiscal year
ended April 30, 2000 and the number and value of the named
executive officers' unexercised options at fiscal year ended
April 30, 2000:

Option Exercises and Values at April 30, 2000

Value of
Unexercised
Number of In-the-Money
Options at Options at
April 30, 2000 April 30, 2000
______________ ______________

Shares acquired Value Exercisable/ Exercisable/
Name on exercise Received Unexercisable Unexercisable ($)
____ ___________ _________ _____________ _________________

Robert V. Tarantino 210,000 2,167,581 210,000 3,793,125
180,000 3,217,500

Jeffrey H. Duncan -- -- 255,000 4,646,250
210,000 2,160,000

Mark E. Maddocks 183,000 1,943,290 0 0
72,000 1,315,500

Hugh F. Tucker 153,000 2,736,003 0 0
72,000 1,333,875

Jay Litus -- -- 0 0
75,000 1,189,088

PERFORMANCE GRAPH

COMPARISON OF THE FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG DATARAM CORPORATION, THE S&P 500 INDEX AND A PEER GROUP

[The chart is a three-line graph of dollars versus dates having
the following data points:

4/95 4/96 4/97 4/98 4/99 4/00
____ ____ ____ ____ ____ ____

Dataram 100 120 177 242 300 1256

Peer Group** 100 158 188 144 57 96

S&P 500 100 130 163 230 280 308]

* $100 invested on 4/30/94 in stock or index including
reinvestment of dividends, fiscal year ending April 30.

Standard Industrial Code Peer Group includes the following
companies: Ciprico, Inc.; Dot Hill Systems Corp; Dataram Corp.;
Drexler Technology Corp.; ECCS Inc.; Exabyte Corp.; HMT
Technology Corp.; Intevac, Inc.; Komag Inc.: M Sys Flash Disk
Pioneers Ltd.:, MTI Technology Corp.; Overland Data, Inc.; Procom
Technology, Inc.; Treev, Inc.; and Western Digital Corp.

Employment Agreement. As of May 1, 1997, Robert V. Tarantino
entered into an Employment Agreement with the Company. The
Employment Agreement is scheduled to expire on April 30, 2002. If
not terminated at that time it continues on a year to year basis
until terminated by one of the parties. It provides for a current
base compensation of $300,000 subject to annual review by the
Board of Directors. In addition Mr. Tarantino will receive a
bonus based upon a formula which shall be reviewed and approved
annually by the Board of Directors (See "Report of the
Compensation and Stock Option Committee of the Board of Directors
on Executive Compensation-Bonuses). The Employment Agreement may
be terminated by the Company for cause and expires upon the
death, or six months after the onset of the disability, of the
executive. In the event of termination within a year of a change
of control, Mr. Tarantino is entitled to damages for the breach
of the Employment Agreement or, if greater, one year's base
salary plus three months additional salary at the then current
rate for each year of the Agreement in which the pre-tax
operating profits shall have exceeded 110% of the greater of the
prior year's actual pre-tax operating profit or a minimum base
pre-tax operating profit. The Employment Agreement contains terms
concerning confidentiality, assignment and disclosure of
inventions and post-employment restrictions on competition.

Compensation Committee Interlocks and Insider Participation. The
Securities and Exchange Commission rules regarding disclosure of
executive compensation require proxy statement disclosure of
specified information regarding certain relationships of members
of the Company's Board of Directors with the Company or certain
other entities. None of the members of the Corporation's Board of
Directors has a relationship requiring such disclosure.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Company's compensation policies applicable to its
executive officers are administered by the Compensation and Stock
Option Committee (the "Committee") of the Board of Directors. All
members of the Committee are non-employee directors. These
policies are designed to enhance the overall strength and
financial performance of the Company by aligning the financial
interests of the Company's executive officers with those of its
stockholders.

The three primary components of executive compensation are
base salaries, bonuses and stock option grants. The Committee
determines the base salary, bonus amount and stock option grants
for the President and Chief Executive Officer. The Committee
reviews and gives final approval to the President and Chief
Executive Officer's recommendations for base salaries, bonus and
stock option grants for all other executives.

Base Salary

The Committee considered the financial performance of the
Company, reviewed a survey of executive salaries for computer and
computer products companies (compiled by the American Electronics
Association) and determined the base salary for the President and
Chief Executive Officer, Robert V. Tarantino.

Base salaries for other executive officers for the fiscal
year ended April 30, 2000 were determined by the President and
Chief Executive Officer.

Bonuses

The Committee reviewed and gave final approval for a bonus
plan for the President and Chief Executive Officer and for other
executive officers. This bonus plan, similar to plans adopted in
prior years, is based on a distribution of a percentage
(approximately 5% this year) of pre-tax operating profits based
on meeting or exceeding stated objectives.

Stock Option Plan

The value to each executive officer of stock option grants
is tied directly to stock price performance. The Committee grants
options under the stockholder approved option plan at an exercise
price equal to the market price of the Common Stock at the date
of grant. If there is no appreciation in the market price for the
Company's Common Stock, the options are valueless.

Grants are made to executive officers based on salary,
responsibility and performance of the individual officer. The
Committee believes that options are important to better align the
financial interests of executive officers with those of
shareholders in general. Each option granted was a ten-year
option with a deferred vesting provision of five years.

Compensation and Stock Option Committee

Richard Holzman
Thomas A. Majewski
Roger C. Cady
Bernard L. Riley

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors has selected KPMG LLP as the
independent certified public accountants to the Company for the
fiscal year ending April 30, 2001. The holders of Common Stock
are asked to ratify this selection. KPMG LLP has served the
Company in this capacity since the Company's incorporation. If
the shareholders fail to ratify the Board's selection of KPMG
LLP, the Board will reconsider its action in light of the
shareholder vote.

The Company has been advised by KPMG LLP that
representatives of that firm are expected to be present at the
Annual Meeting of Shareholders. These representatives will have
the opportunity to make a statement, if they so desire, and will
also be available to respond to appropriate questions from
shareholders.

OTHER MATTERS

Should any other matter or business be brought before the
meeting, a vote may be cast pursuant to the accompanying proxy in
accordance with the judgment of the proxy holder. The Company
does not know of any such other matter or business.

PROPOSALS OF SECURITY HOLDERS AT 2001 ANNUAL MEETING

Any shareholder wishing to present a proposal which is
intended to be presented at the 2001 Annual Meeting of
Shareholders should submit such proposal to the Company at its
principal executive offices no later than March 31, 2001. It is
suggested that any proposals be sent by certified mail, return
receipt requested.

BOARD OF DIRECTORS

The Board of Directors of the Company met seven times during
the last fiscal year. The Board of Directors has a standing Audit
Committee whose members are Richard Holzman, Thomas A. Majewski,
Bernard L. Riley and Roger C. Cady. This Committee met once
during the last fiscal year. The principal functions of the Audit
Committee are evaluation of work of the auditors, review of the
accounting principles used in preparing the annual financial
statements and review of internal control procedures. The Board
of Directors has a standing Compensation and Stock Option
Committee whose members are Richard Holzman, Thomas A. Majewski,
Roger C. Cady and Bernard L. Riley. This Committee met once
during the past fiscal year. The principal functions of the
Compensation and Stock Option Committee are to recommend to the
Board of Directors the compensation of directors and the Chief
Executive Officer and to establish and administer various
compensation plans, including stock option plans. The Board of
Directors has a standing Nominating Committee whose members are
Richard Holzman, Thomas A. Majewski, Roger C. Cady and Bernard L.
Riley. This Committee met once during the past fiscal year. The
principal function of this Committee is the recommendation to the
Board of Directors of new members

of the Board of Directors. This Committee will consider nominees
for the Board of Directors recommended by shareholders.
Shareholders desiring to make such recommendations should write
directly to the Committee at the Company's executive offices at
P.O. Box.7528, Princeton, New Jersey 08543-7528.

Directors who are not employees of the Company receive a
quarterly payment of $5,000. During fiscal 1998 Mr. Holzman, Mr.
Riley and Mr. Majewski each received five year options to
purchase 90,000 shares (adjusted for Common Stock splits) of the
Common Stock of the Company at $2.81, the fair market value of
the Common Stock at the date of grant. Upon his election to the
Board in 1996, Mr. Cady received options to purchase 90,000
shares (adjusted for Common Stock splits) of the Common stock of
the Company at $2.31 per share, the fair market price at the date
of grant. Of all of these options, 25% were first exercisable on
the date of grant and 25% more are first exercisable on each
succeeding anniversary date until the option is fully
exercisable.

SECTION 16(a) COMPLIANCE

The Securities and Exchange Commission requires that the
Company report to shareholders the compliance of directors,
executive officers and 10% beneficial owners with Section 16(a)
of the Securities Exchange Act of 1934, as amended. This
provision requires that such persons report on a monthly basis
most acquisitions or dispositions of the Company's securities.
Based upon information submitted to the Company, all directors,
executive officers and 10% beneficial owners have fully complied
with such requirements during the past fiscal year except for one
executive officer who sold 400 shares and made a late filing.

MISCELLANEOUS

The accompanying proxy is being solicited on behalf of the
Board of Directors of the Company. The expense of preparing,
printing and mailing the form of proxy, including broker
solicitation fees and accountants' and attorneys' fees in
connection therewith, will be borne by the Company. The amount is
expected to be the amount normally expended for a solicitation
for an election of directors in the absence of a contest and
costs represented by salaries and wages of regular employees and
officers. Solicitation of proxies will be made by mail, but
regular employees may solicit proxies by telephone or otherwise.

Please date, sign and return the accompanying proxy at your
earliest convenience. No postage is required for mailing in the
United States.

Financial information concerning the Company is set forth in
the Company's 2000 Annual Report to Security Holders, which is
enclosed.

By Order of the Board of Directors

THOMAS J. BITAR,
Secretary

ANNUAL REPORT ON FORM 10-K

Upon the written request of a shareholder, the Company will
provide, without charge, a copy of its Annual Report on Form 10-K
for the year ended April.30, 2000, including the financial
statements and schedules but without exhibits, as filed with the
Securities and Exchange Commission. The Company will furnish any
exhibit to the Annual Report on Form.10-K to any shareholder upon
request and upon payment of a fee equal to the Company's
reasonable expenses in furnishing such exhibit. All requests for
the Annual Report on Form.10-K or its exhibits should be
addressed to Vice President - Finance, Dataram Corporation, P.O.
Box 7528, Princeton, New Jersey 08543-7528.

DATARAM CORPORATION
P.O. Box 7528, Princeton, New Jersey 08543-7528

PROXY SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS

The undersigned hereby appoints and constitutes Robert V.
Tarantino and Thomas J. Bitar, and each of them, attorneys and
proxies for the undersigned, with full power of substitution to
vote as if the undersigned were personally present at the Annual
Meeting of the Shareholders of Dataram Corporation (the
"Company") to be held at the Company's corporate headquarters at
186 Princeton Road (Route 571), West Windsor, New Jersey, on
Wednesday, September 6, 2000 at 2 o'clock in the afternoon and at
all adjournments thereof, the shares of stock of said Company
registered in the name of the undersigned. The undersigned
instructs all such proxies to vote such shares as follows upon
the following matters, which are described more fully in the
accompanying proxy statement:
I authorize and instruct my Proxy to:

1. ____ VOTE FOR all nominees for the Company's Board of
Directors listed below; except that I WITHHOLD AUTHORITY for the
following nominees (if any)

Richard Holzman Robert V. Tarantino
Thomas A. Majewski Bernard L. Riley Roger C. Cady

VOTE WITHHELD from all nominees.

2. ____ VOTE FOR ____ AGAINST ____ ABSTAIN approval of
KPMG LLP to be the independent auditors of the Company for the
fiscal year ending April 30, 2001.

(Continued, and to be signed, on the other side)

(See other side)

3. In their discretion, to vote upon such other business as may
properly come before the meeting and all adjournments thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction
is made, this proxy will be voted for Proposals 1 and 2.

Please sign exactly as name appears below. When shares are held
by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by
President or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.

Signature

Signature if held jointly

Dated 2000

PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.