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 CORPORATION

(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):

_______________________________________________________

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_______________________________________________________

5) Total fee paid:

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[ ] 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:

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4) Date Filed:

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DATARAM CORPORATION
A New Jersey Corporation

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on September 18, 2002 at 2:00 p.m.

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
18, 2002 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, 2003

(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 2nd day of
August 2002 are entitled to notice of and to vote at this meeting.

By order of the Board of Directors

Thomas J. Bitar,
Secretary

August 9, 2002

The Company's 2002 Annual Report is enclosed.

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

[LOGO]

DATARAM CORPORATION

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 18, 2002

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 18, 2002 at 2:00 p.m. The close of business on August
2, 2002 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 9, 2002.

VOTING RIGHTS

On August 2, 2002 there were outstanding and entitled to vote 8,462,219
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. Abstentions and
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. With respect to
the election of directors; they are elected by a plurality of the number of
votes cast.

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 59 Chairman of the Board of
Directors, President and Chief
Executive Officer

Lars Marcher 40 Executive Vice President
and Chief Operating Officer

Jeffrey H. Duncan 52 Vice President - Manufacturing
and Engineering

Mark E. Maddocks 50 Vice President - Finance and
Chief Financial Officer

Hugh F. Tucker 49 Vice President - Sales

Mark R. Bresky 54 Vice President - Information
Technology
1

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.

Lars Marcher has been employed by the Company as President of Dataram
International since March 2001, which was formed when the Company acquired
certain assets of Memory Card Technology A/S. In September 2001, he was named
a Vice President of Dataram Corporation. Prior to the acquisition, Mr.
Marcher joined Memory Card Technology in 1998 as Vice President - Sales and
Marketing and assumed the duties of its Chief Executive Officer in 2000.
Prior to that Mr. Marcher was employed as Director of Marketing for Apple
Computer, Australia.

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.

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.

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 59

Richard Holzman 68

Thomas A. Majewski 50

Bernard L. Riley 72

Roger C. Cady 64

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
2

been Vice-President of Optika Imaging Systems. Prior to that, 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 ll directors and executive officers collectively, as of
August 2, 2002. 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 Amount and Percent
Beneficial Nature of of
Owner Beneficial Ownership Class(1)
___________________ ____________________ ________

Robert V. Tarantino 1,078,568 (2) 12.4%

Richard Holzman 32,880 (3) *

Thomas A. Majewski 83,000 (4) *

Bernard L. Riley 28,500 (5) *

Roger C. Cady 64,700 *

Lars Marcher 20,000 (6) *

Mark Bresky 15,712 (7) *

Jeffrey H. Duncan 348,624 (8) 4.0%

Mark E. Maddocks 174,798 (9) 2.1%

Hugh F. Tucker 198,655 (10) 2.3%

Directors and 2,045,437 (11) 22.1%
executive officers
as a group (10 persons)

Fidelity Low Priced 853,800 (12) 10.1%
Stock Fund

________________
(1) On August 2, 2002, 8,462,219 shares were outstanding.

(2) Of this amount, 17,100 shares are held by Mr. Tarantino's wife and
240,000 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, 12,500 shares may be acquired by the exercise of options
held.

(4) Of this amount, 33,750 shares may be acquired by the exercise of options
held.

(5) Of this amount, 18,500 shares may be acquired by the exercise
of options held.

(6) Of this amount, 20,000 shares may be acquired by the exercise
of options held.

(7) Of this amount 15,000 shares may be acquired by the exercise
of options held.

(8) Of this amount, 345,000 shares may be acquired by the exercise of options
held.

(9) Of this amount, 6,000 shares are held by Mr. Maddocks' wife and 51,000
shares may be acquired by the exercise of options held.

(10) Of this amount, 54,000 shares may be acquired by the exercise of options
held.

(11) Of this amount, 725,000 shares may be acquired by the exercise of
options held by executive officers, and 64,750 shares may be acquired by
exercise of options held by outside directors.

(12) As reported in a Schedule 13G filed January 10, 2002. This fund is
advised by Fidelity Management and Research Corp. which is controlled by FMR
Corp. whose principal shareholders are Edward R. Johnson, 3rd and Abagail P.
Johnson, all of whom have been deemed to have the sole power to dispose of
the Fund's shares. Each has an address at 82 Devonshire Street, Boston MA
02109.

* Less than 1%.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid for the fiscal years ended
April 30, 2000, 2001 and 2002 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 Year Salary Bonus sation Awarded sation(1)
___________ _____ _______ ______ ______ _______ _________

Robert V. Tarantino 2002 307,800 0 -- 12,800 17,800
Chairman of the Board, 2001 310,050 160,000 -- -- 17,510
President and Chief 2000 284,850 206,250 -- -- 16,500
Executive Officer

Lars Marcher 2002 211,000 0 -- 8,200 0
Executive Vice President 2001 24,346 0 -- 100,000 0
and Chief Operating Officer 2000 -- -- -- -- --

Jeffrey H. Duncan 2002 186,888 0 -- 8,200 10,745
Vice President - Manu- 2001 189,138 70,000 -- -- 10,578
facturing and Engineering 2000 180,410 85,280 -- -- 10,234

Mark E. Maddocks 2002 189,176 0 -- 10,000 10,883
Vice President - Finance, 2001 191,426 70,000 -- -- 10,598
Chief Financial Officer 2000 176,250 83,200 -- -- 9,984

Hugh F. Tucker 2002 204,360 0 -- 8,200 11,794
Vice President - Sales 2001 206,610 70,000 -- -- 11,600
2000 197,050 93,600 -- -- 11,232
___________________
(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.

Option Grants in the Last Fiscal Year

Exercise Expiration
Name Number %(1) Price Date 5%($)(2) 10%($)(2)
____ ______ ____ _______ __________ ________ _________

Robert V. Tarantino 12,800 5.5 7.98 11/26/11 64,238 162,791

Lars Marcher 8,200 3.5 7.98 11/26/11 41,152 104,288

Jeffrey H. Duncan 8,200 3.5 7.98 11/26/11 41,152 104,288

Mark E. Maddocks 10,000 4.3 7.98 11/26/11 50,186 127,181

Hugh F. Tucker 8,200 3.5 7.98 11/26/11 41,152 104,288
___________________
(1) Percent of total granted to employees
(2) Potential realized value at assumed annual rates of stock price appreciation for
option term.

The following table provides information concerning stock option
exercises by named executive officers during the fiscal year ended April 30,
2002 and the number and value of the named executive officers' unexercised
options at fiscal year end

Option Exercises and Values at April 30, 2002
Value of
Unexercised
Number of In-the-Money
Options at Options at
April 30, 2002 April 30, 2002
______________ ______________

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

Robert V. Tarantino -- -- 240,000 1,077,000
72,800 269,250

Lars Marcher -- -- 20,000 0
88,200 0

Jeffrey H. Duncan -- -- 345,000 1,651,313
38,200 134,625

Mark E. Maddocks -- -- 51,000 249,863
16,000 26,925

Hugh F. Tucker -- -- 54,000 269,325
8,200 0

Equity Compensation Plan Information

Plan Category Number of Securities Weighted-average Number of securities
to be issued upon exercise price of remaining available
exercise of outstanding options, for future issuance
outstanding options, warrants and rights under equity
compensation plans
(excluding securities
reflected in column (a))
(a) (b) (c)
______________________ _______________________ ______________________ _____________________

Equity compensation
plans approved by
security holders 1,549,800 4.756 1,554,100

Equity compensation
plans not approved 248,000 (1) 7.251 0
by security holders

Total 1,797,800 5.100 1,554,100

(1) Includes individual compensation arrangements including director's options granted prior to
the adoption of the 2001 Stock Option Plan, an option granted to the Company's general counsel
and options granted to two employees of the Company as an inducement to enter into Employment
Agreements with the Company as part of the MCT asset acquisition.

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:

4/97 4/98 4/99 4/00 4/01 4/02
____ ____ ____ ____ ____ ____

Dataram 100 136 169 709 318 250

Peer Group** 100 79 39 52 26 24

S&P 500 100 141 172 189 165 144]

*$100 invested on 4/30/97 in stock or index including reinvestment of
dividends, fiscal year ending April 30.

**Standard Industrial Code Peer Group includes the following companies:
Ciprico, Inc.; Constellation 3D Inc.; Dot Hill Systems Corp; Dataram Corp.;
Drexler Technology Corp.; Exabyte Corp.; Iomega Corp.; Komag Inc.; M Sys
Flash Disk Pioneers Ltd.; MTI Technology Corp.; Network Engines, Inc.;
Overland Data, Inc.; Procom Technology, Inc.; Simpletech, Inc.; Storage
Computer Corp.; 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 was scheduled
to expire on April 30, 2002. This agreement has been extended to April 30,
2003. 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.
During fiscal 2002 this Agreement was extended to April 30, 2003.

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, 2002 were determined by the President and Chief Executive
Officer.

Bonuses

Annually, the Committee reviews and gives final approval for a
bonus plan for the President and Chief Executive Officer and for other
executive officers. This bonus plan is typically based on a distribution of a
percentage of pre-tax operating profits based on meeting or exceeding stated
objectives. For fiscal 2002, no bonuses were distributed.

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 at an option's expiration
date there has been no appreciation in the market price for the Company's
Common Stock, the option will not then have any value.

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 four to five years.

Compensation and Stock Option Committee

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

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES PROPOSED BY THE BOARD OF DIRECTORS, AND,
UNLESS A SHAREHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE CONTRARY,
THE PROXY AGENTS NAMED THEREON INTEND SO TO VOTE.

RATIFICATION OF THE SELECTION OF
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, 2003. 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.

The following table sets forth the aggregate fees billed to the Company
for the fiscal year ended April 30, 2002 by the Company's independent
accounting firm, KPMG LLP:

Audit Fees $ 244,000

Financial Information Systems
Design and Implementation Fees $ 0

All Other Fees:
Audit related fees (a) 10,000
Other non-audit services (b) 138,000
________
Total all other fees $ 148,000

(a) Audit related fees consisted principally of the audit of the financial
statements of the Company's employee benefit plan.
(b) Other non-audit fees consisted of tax compliance and certain tax advisory
services.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed the Company's audited
financial statements for the fiscal year ended April 30, 2002, with
management and the Company's independent public accountants, KPMG LLP.

The Audit Committee has discussed with KPMG LLP the matters required to
be discussed by Statement of Auditing Standards No. 61 (Certification of
Statements on Auditing Standards, AU 380).

The Audit Committee has received the written disclosures and letter from
KPMG LLP required by Independence Standards Board Standard No. 1
("Independence Discussions with Audit Committees"), as amended, and has
discussed with KPMG LLP that firm's independence from the Company.

Based on the review and discussions referred to above in this report,
the Audit Committee recommended to the Company's Board of Directors that the
audited financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 2002 for filing with the
Securities and Exchange Commission.

Audit Committee

Richard Holzman, Chairman
Thomas A. Majewski
Bernard L. Riley
Roger Cady

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS, AND, UNLESS A
SHAREHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE CONTRARY, THE
APPOINTEES NAMED THEREON INTEND SO TO VOTE.

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 2003 ANNUAL MEETING

Any shareholder wishing to present a proposal which is intended to be
presented at the 2003 Annual Meeting of Shareholders should submit such
proposal to the Company at its principal executive offices no later than
March 31, 2003. 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 six 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 Company's Board of
Directors has adopted a written charter for the Audit Committee which was
attached as an exhibit to last year's Proxy Statement. Each member of the
Audit Committee is independent under the meaning of Rule 4200(a)(15) of the
National Association of Securities Dealers Listing Standards. 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 four times 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 Robert Tarantino, 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 $6,000. During fiscal 2002 Mr. Holzman, Mr. Riley, Mr. Cady and
Mr. Majewski each received ten year options to purchase 8,000 shares
(adjusted for Common Stock splits) of the Common Stock of the Company at
$7.98, the fair market value of the Common Stock at the date of grant. Of all
of these options, 100% are exercisable on the anniversary date of grant.

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.

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 2002 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, 2002, including the financial statements and schedules and
documents incorporated by reference therein but without exhibits thereto, 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.
11

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
18, 2002 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____ ratification of the selection
of KPMG LLP to be the independent auditors of the Company for the fiscal year
ending April 30, 2003.

(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 2002

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