SCHEDULE 14A INFORMATION

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DATARAM CORPORATION

(Name of Registrant as Specified In Its Charter)

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DATARAM CORPORATION
A New Jersey Corporation

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on September 24, 2009 at 2:00 P.M.

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on September 24, 2009

The Proxy Statement and 2009 Annual Report are available at
www.dataram.com

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 Thursday,
September 24, 2009 at 2:00 p.m., for the following purposes:

(1) To elect four (4) 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 J.H. Cohn LLP as the
independent certified public accountants of the
Company for the fiscal year ending April 30, 2010.

(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 7th day of
August 2009 are entitled to notice of and to vote at this meeting.

By order of the Board of Directors

Thomas J. Bitar,
Secretary

August 17, 2009

The Company's 2009 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 24, 2009

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 Thursday, September 24, 2009 at 2:00 p.m. You may
obtain directions to the Company's corporate headquarters by contacting
investor relations by telephone at (609) 799-0071 extension 2430 or by
e-mail at info@dataram.com. The close of business on August 7, 2009 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 17, 2009.

You may own common shares in one or both of the following ways - either
directly in your name as the shareholder of record, or indirectly through a
broker, bank or other holder of record in "street name." If your shares are
registered directly in your name, you are the holder of record of these
shares and we are sending these proxy materials directly to you. As the
holder of record, you have the right to give your proxy directly to us.
If you hold your shares in street name, your broker, bank or other holder
of record is sending these proxy materials to you. As a holder in street
name, you have the right to direct your broker, bank or other holder of
record how to vote by completing the voting instruction form that
accompanies your proxy materials. Regardless of how you hold your shares,
we invite you to attend the Meeting.

VOTING RIGHTS

On August 7, 2009 there were outstanding and entitled to vote
8,869,184 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
for each share of Common Stock owned on the record date, exercisable in
person or by proxy. 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 by the holder
on the proxy, the shares will be voted as directed. Where no choice has
been specified by the holder, the shares will be voted for the nominees
described below and for the ratification of the selection of accountants.

Directors are elected by a plurality of the number of votes cast.
With respect to each other 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.

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
____ ___ __________________________

John H. Freeman 60 President and Chief Executive Officer

Mark E. Maddocks 57 Vice President - Finance and
Chief Financial Officer

Jeffrey H. Duncan 59 Vice President - Manufacturing
and Engineering

Anthony M. Lougee 48 Controller

John H. Freeman has been employed by the Company since May 7, 2008 when
he was named President and Chief Executive Officer. Mr. Freeman has been a
Director since 2005.

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.

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.

Anthony M. Lougee has been employed by the Company since 1991,
initially as Accounting Manager. In 2002 he was named an executive officer
and currently serves as Controller, a position he has held since 1999.

ELECTION OF DIRECTORS

Four (4) 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 four (4)
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
_______________ ___

Roger C. Cady 71
Chairman of the Board

John H. Freeman 60

Thomas A. Majewski 57

Rose Ann Giordano 70

Roger C. Cady is a founder and principal of Arcadia Associates, a
strategic consulting and mergers and acquisitions advisory firm. He was
employed as Vice President of Business Development for Dynatech Corporation,
a diversified communications equipment manufacturer, from 1993 to 1996.
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.

John H. Freeman is an executive officer of the Company. Mr. Freeman has
been an independent consultant specializing in corporate sales, marketing
and operations consulting since December, 2006. Prior to that and since
September, 2004 he served as the Chief Operating Officer at Taratec
Development Corporation, a life sciences consulting company. Prior to that,
and for more than five years, he was responsible for leading IBM's worldwide
sales, marketing, and business planning for Pharmaceutical, Medical Device,
and Life Sciences clients. This included IBM product sales of hardware,
software, services and financing. Mr. Freeman has 30 years of executive
sales and operations management experience with IBM. Mr. Freeman is a
graduate of Pennsylvania State University with an M.S. in Computer Science
and holds a B.A. in Mathematics from Syracuse University. Mr. Freeman has
been a Director since 2005.

Thomas A. Majewski is a real estate developer. He is also a principal
in Walden, Inc., a computer consulting and technologies venture capital
firm, which he joined in 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.

Rose Ann Giordano has been President of Thomis Partners, an investing
and advisory services firm, since 2002. Prior to that, and for more than
five years, Ms. Giordano served as Vice President of Worldwide Sales &
Marketing for the Customer Services Division of Compaq Computer Corporation.
Prior to that, Ms. Giordano held a number of positions with Digital
Equipment Corporation. Ms. Giordano was the first woman Vice President and
Corporate Officer of Digital Equipment Corporation. Ms. Giordano serves on
the Board of Directors of TimeTrade Inc., MIT Enterprise Forum/NE, the
National Association of Corporate Directors/New England and Emerson
Hospital. Ms. Giordano holds a B.A. in Mathematics from Marywood College
and is a graduate of the Stanford University Business School Executive
Program. Ms. Giordano has been a Director since 2005.

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.

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 seven directors and executive officers
collectively, as of July 31, 2009. 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)
___________________ ____________________ ________

Roger C. Cady 152,700 (2) 1.7%

John H. Freeman 97,000 (3) 1.1%

Rose Ann Giordano 39,000 (4) *

Thomas A. Majewski 121,250 (5) 1.4%

Mark E. Maddocks 146,701 (6) 1.6%

Jeffrey H. Duncan 68,880 (7) *

Anthony M. Lougee 26,370 (8) *

Directors and 651,901 (9) 7.0%
executive officers
as a group (7 persons)

Fidelity Low Priced 858,800 (10) 9.7%
Stock Fund

Kenneth Paul Olsen 492,727 (11) 5.6%

Dimensional Fund Advisors 484,122 (12) 5.5%

(1) On August 7, 2009, 8,869,184 shares were outstanding.

(2) Of this amount, 64,000 shares may be acquired by the exercise of
options held.

(3) Of this amount, 97,000 shares may be acquired by the exercise of
options held.

(4) Of this amount, 38,000 shares may be acquired by the exercise of
options held, and 1,000 are held directly.

(5) Of this amount, 72,000 shares may be acquired by the exercise of
options held.

(6) Of this amount, 6,000 shares are held by Mr. Maddocks' spouse,
26,207 shares are held by the Company's 401(k) Plan and 67,000 shares
may be acquired upon the exercise of options held.

(7) Of this amount, 65,200 shares may be acquired by the exercise of
options held and 3,680 shares are held by the Company's 401(k) Plan.

(8) Of this amount, 23,375 shares may be acquired upon the exercise of
options held and 2,995 shares are held by the Company's 401(k) Plan.

(9) Of this amount, 252,575 shares may be acquired by the exercise of
options held by executive officers, and 174,000 shares may be acquired by
exercise of options held by outside directors.

(10) As reported in a Schedule 13G/A filed February 14, 2005, this fund is
advised by Fidelity Management and Research Corp. which is controlled by
Edward R. Johnson, 3rd and a group consisting of members of the Edward R.
Johnson, 3rd family who are the principal Class B shareholders and who are
deemed to have the shared power to dispose of the Fund's shares. Each has
an address at 82 Devonshire Street, Boston MA 02109.

(11) As reported in a Schedule 13G filed May 1, 2009, this investor holds
the sole power to vote 492,727 shares and sole power to dispose of
492,727 shares. His address is 22580 Ravenbury Avenue, Los Altos, CA 94024.

(12) As reported in a Schedule 13G filed February 9, 2009, this investment
advisor holds the sole power to vote 481,818 shares and sole power to
dispose of 484,122 shares. Its address is Palisades West, Building One,
6300 Bee Cave Road, Austin, TX 78746.

* Less than 1%.

RELATED PARTY TRANSACTIONS

All transactions by the Company with a director or executive officer
must be approved by the Board of Directors if they exceed $120,000 in any
fiscal year. Apart from any transactions disclosed herein, no such
transaction was entered into with any director or executive officer during
the last fiscal year. Such transactions will be entered into only if found
to be in the best interest of the Company and approved in accordance with
the Company's Codes of Ethics, which are available on the Company's web site.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Committee of our Board of Directors is comprised of
all members of our Board of Directors, except the Chief Executive Officer.
The compensation committee's basic responsibility is to review the
performance of our management in achieving corporate goals and objectives
and to ensure that our executive officers are compensated effectively in a
manner consistent with our strategy and compensation practices. Toward that
end, the compensation committee oversaw, reviewed and administered all of
our compensation, equity and employee benefit plans and programs applicable
to executive officers.

Compensation Philosophy and Objectives

We operate in an extremely competitive and rapidly changing industry.
We believe that the skill, talent, judgment and dedication of our executive
officers are critical factors affecting the long-term value of our company.
Therefore, our goal is to maintain an executive compensation program that
will fairly compensate our executives, attract and retain qualified
executives who are able to contribute to our long-term success, induce
performance consistent with clearly defined corporate goals and align our
executives' long-term interests with those of our shareholders. We did not
identify specific metrics against which we measured the performance of our
executive officers. Our decisions on compensation for our executive
officers were based primarily upon our assessment of each individual's
performance. We relied upon judgment and not upon rigid guidelines or
formulas in determining the amount and mix of compensation elements for
each executive officer. Factors affecting our judgment include the nature
and scope of the executive's responsibilities and effectiveness in leading
our initiatives to achieve corporate goals.

Mr. Freeman, our Chief Executive Officer, as the manager of the members
of the executive team, assessed the individual contribution of each member
of the executive team, other than himself, and, where applicable, made a
recommendation to the compensation committee with respect to any merit
increase in salary, cash bonus, and option awards. The compensation
committee evaluated, discussed and modified or approved these
recommendations and conducted a similar evaluation of Mr. Freeman's
contributions to the Company.

During 2009 and beyond, our objective will be to provide overall
compensation that is appropriate given our business model and other criteria
to be established by the compensation committee. Some of the elements of
the overall compensation program are expected to include competitive base
salaries, short-term cash incentives and long-term incentives in the form of
options to purchase shares.

We expect that our Chief Executive Officer, as the manager of the
members of the executive team, will continue to assess the individual
contributions of the executive team and make a recommendation to the
compensation committee with respect to any merit increase in salary, cash
bonus pool allocations and the award of options to purchase shares. The
compensation committee will then evaluate, discuss and modify or approve
these recommendations and conduct a similar evaluation of the Chief
Executive Officer's contributions to corporate goals and achievement of
individual goals.

Role of Executive Officers and Compensation Consultants

Our Chief Executive Officer supports the compensation committee in its
work by providing information relating to our financial plans, performance
assessments and recommendation for compensation of our executive officers.
Mr. Freeman, while not a member of the compensation committee, is a member
of the Board of Directors. The compensation committee has not in recent
years engaged any third-party consultant to assist it in performing its
duties, though it may elect to do so in the future.

Principal Elements of Executive Compensation

Our executive compensation program currently consists of the three
components discussed below. There is no pre-established policy or target
for the allocation between either cash and non-cash or short-term and
long-term incentive compensation. Rather, the relevant factors associated
with each executive are reviewed on a case-by-case basis to determine the
appropriate level and mix of compensation.

Base Salaries: The salaries of our Chief Executive Officer and our
other executive officers are established based on the scope of their
responsibilities, taking into account competitive market compensation for
similar positions based on information available to the compensation
committee. We believe that our base salary levels are consistent with
levels necessary to achieve our compensation objective, which is to maintain
base salaries competitive with the market. We believe that below-market
compensation could, in the long run, jeopardize our ability to retain our
executive officers. Any base salary adjustments are expected to be based
on competitive conditions, market increases in salaries, individual
performance, our overall financial results and changes in job duties and
responsibilities.

Annual Bonus Compensation: We maintain an annual bonus program. The
award of bonuses to our executive officers is the responsibility of the
compensation committee and is determined on the basis of individual
performance. The annual bonus program is designed to reward performance in
a way that furthers key corporate goals and aligns the interests of
management with our annual financial performance.

Long-Term Incentive Compensation: The Company has established the 2001
Stock Option Plan (the "Plan") to provide employees of the Company long-term
equity incentive compensation, which we believe is in accordance with our
objective of aligning the interests of management with our long-term
performance. The Plan is administered by the compensation committee. In
recent years the committee has granted five year options with an option
price equal to the closing market price of the common stock on the date of
grant. These options become exercisable one year from the date of grant.
Generally the committee does not consider the actual profits from the
exercise of options awarded in the past in determining the amount of awards
to be made in the future. Rather the committee focuses upon expected amounts
that may be received by the executive pursuant to those options in the
future.

Share Ownership Guidelines

We currently do not require our directors or executive officers to own
a particular amount of our shares, although we do have a policy against
directors or officers taking a short position in the Company's stock. The
compensation committee is satisfied that the equity holdings among our
directors and executive officers are sufficient at this time to provide
motivation and to align this group's interests with our long-term
performance.

Perquisites

Our executive officers participate in the same 401(k) plan and the same
life and health group insurance plans, and are entitled to the same employee
benefits, as our other salaried employees. In addition, some of our
executive officers receive an automobile allowance as described in the
Summary Compensation Table.

Post-Termination Protection and Change in Control

We have entered into employment agreements with Messrs. Maddocks and
Duncan. Each such agreement provides for the payment of one year's salary
upon early termination in lieu of payments under the Company's general
severance policy.
6

Financial Restatements

The compensation committee has not adopted a policy with respect to
whether we will make retroactive adjustments to any cash or equity-based
incentive compensation paid to executive officers (or others) where the
payment was predicated upon the achievement of financial results that were
subsequently the subject of a restatement. Our compensation committee
believes that this issue is best addressed when the need actually arises,
when all the facts regarding the restatement are known.

Tax and Accounting Treatment of Compensation

Section 162(m) of the Internal Revenue Code places a limit, subject to
certain exceptions, of $1 million on the amount of compensation that we may
deduct from the U.S. source income in any one year with respect to our Chief
Executive Officer, our Chief Financial Officer and each of our next three
most highly paid executive officers.

We account for equity compensation paid to our employees, i.e. stock
option awards, under the rules of SFAS 123R, which requires us to estimate
and record an expense for each award. Accounting rules also require us to
record cash compensation as an expense at the time the obligation is accrued.

Summary

The compensation committee believes that our compensation philosophy
and programs are designed to foster a performance-oriented culture that
aligns our executive officers' interests with those of our shareholders.
The compensation committee also believes that the compensation of our
executives is both appropriate and responsive to the goal of improving
shareholder value.

Compensation Committee Report

The following report is not deemed to be "soliciting material" or to
be "filed" with the SEC or subject to the SEC's proxy rules or the
liabilities of Section 18 of the Exchange Act, and the report shall not be
deemed to be incorporated by reference into any prior or subsequent filing
by the Company under the Securities Act of 1933, as amended
the "Securities Act"), or the Exchange Act.

The compensation committee has reviewed and discussed the Compensation
Discussion and Analysis set forth above with our management. Based on its
review and discussions, the committee recommended to our Board of Directors
that the Compensation Discussion and Analysis be included in this proxy
statement and incorporated by reference into any Annual Report in Form 10-K
filed with the SEC for the fiscal year ended April 30, 2009.

Roger C. Cady, Chairman
Thomas A. Majewski
Rose Ann Giordano

Summary Compensation

The following table sets forth the compensation paid for the fiscal
years ended April 30, 2007, 2008 and 2009 to the Company's Chief Executive
Officer, the Chief Financial Officer and the Company's other executive
officers.

SUMMARY COMPENSATION TABLE
(In Dollars)

Name and
Principal Fiscal Option Compen-
Position Year Salary Bonus Other(5) Awards(6) sation Total
___________ _____ _______ ______ ______ _______ _________ _______

John H. Freeman 2009 269,596 69,563 0 447,750 10,233 (7) 797,142
President and Chief 2008 0 0 0 0 0 0
Executive Officer 2007 0 0 0 0 0 0

Mark E. Maddocks 2009 201,424 37,500 7,800 14,848 9,060 (7) 270,632
Vice President-Finance, 2008 196,424 5,000 7,800 14,480 10,747 (7) 234,451
Chief Financial Officer 2007 190,424 0 7,800 16,400 11,282 (7) 225,906

Jeffrey H. Duncan 2009 199,032 10,000 7,800 14,848 8,952 (7) 240,632
Vice President- 2008 194,032 5,000 7,800 14,480 10,614 (7) 231,926
Manufacturing and 2007 188,032 0 7,800 16,400 11,139 (7) 223,371
Engineering

Anthony M Lougee 2009 125,000 0 0 5,586 5,622 (7) 136,208
Controller 2008 120,000 2,500 0 6,335 6,571 (7) 135,406
2007 115,000 0 0 7,000 6,869 (7) 128,869

Robert V. Tarantino (1) 2009 11,538 0 650 0 631,208 643,396
President and Chief 2008 300,000 12,000 7,800 14,480 14,299 (7) 348,579
Executive Officer 2007 276,327 0 7,800 24,000 15,221 (7) 323,348

Anthony Pawlik (2) 2009 154,135 0 5,880 0 62,351 222,366
Vice President-Sales 2008 215,000(3) 0 7,800 14,480 4,570 (7) 241,850
2007 185,000(4) 0 7,800 16,400 2,466 (7) 211,666

(1) On May 7, 2008, John H. Freeman succeeded Robert V. Tarantino as President and Chief
Executive Officer. Mr. Tarantino retired effective that date and is no longer an executive
officer of the Company. Other compensation in 2009 consists of payments made pursuant to a
retirement agreement totaling $630,689 and $519 of payments by the Company to a plan trustee
under the Company's Savings and Investment Retirement Plan.
(2) On January 15, 2009, Mr. Pawlik's employment with the Company ceased effective that date
and he is no longer an executive officer of the Company. Salary of $154,135 consists of
salary of $124,135 and commissions of $30,000. Other compensation in 2009 consists of
payments made pursuant to a separation agreement totaling $56,412 and $5,939 of payments by
the Company to a plan trustee under the Company's Savings and Investment Retirement Plan.

(3) Consists of salary of $165,000 and commissions of $50,000.
(4) Consists of salary of $150,000 and commissions of $35,000.
(5) Automobile allowances.
(6) We measure the fair value of stock options using the Black-Scholes option pricing model
based upon the market price of the underlying common stock as of the date of grant, reduced
by the present value of estimated future dividends, using an expected quarterly dividend
rate of nil in fiscal year 2009 and $0.06 in fiscal year 2008 and 2007, and risk-free
interest rates ranging from 3.0% to 5.0%. For fiscal year 2009 option values were $2.985 for
Mr. Freeman's option grant, $1.856 for Messrs. Maddocks' and Duncan's option grant, and
$1.596 for Mr. Lougee's option grant. The 2008 and 2007 option values calculated using this
model are $1.81 and $2.00 per share, respectively, for options granted in those fiscal
years.
(7) 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.

GRANTS OF PLAN-BASED AWARDS (1)

Grant Option Exercise Grant
Name Date Awards(2) Price(3) Date
Value(4)
____________________ ________ _______ _______ ________

John H. Freeman 5/7/2008 150,000 $3.20 $447,750

Mark E. Maddocks 9/25/2008 8,000 $1.99 $ 14,848

Jeffrey H. Duncan 9/25/2008 8,000 $1.99 $ 14,848

Anthony M. Lougee 9/25/2008 3,500 $1.99 $ 5,856

___________________
(1) The Company does not have any Equity Incentive Plan other than its 2001
Stock Option Plan and does not have a Non Equity Incentive Plan other than
the bonus pool. The size of grants under the 2001 Stock Option Plan and the
bonus pool are not predetermined in accordance with an incentive award.
(2) Granted under the 2001 Stock Plan
(3) Closing market price on the date of grant.
(4) Computed in accordance with SFAS 123R (see assumptions set forth under
the Summary Compensation table).

Narrative Description of Summary Compensation

Salary and bonus constituted 63% of total compensation for the named
executive officers in fiscal 2009. Options granted to Mr. Freeman were ten
year options. Options to purchase the first 37,500 shares became exercisable
on November 7, 2008, and options to purchase an additional 37,500 shares
became exercisable on May 7, 2009. Options to purchase an additional 37,500
shares become exercisable on November 7, 2009, and May 7, 2010 respectively.
Options granted to Messrs. Maddocks and Duncan are ten year options
exercisable one year after the date of grant. Options granted to Mr. Lougee
are five year options exercisable one year after the grant date. All options
granted are at an exercise price equal to the closing market price of the
Company's common stock on the date of grant. No dividends are paid or
accrued with respect to options for the benefit of employees prior to the
date of option exercise.

Outstanding Options

The following table sets forth information concerning outstanding stock
options at the fiscal year-end, April 30, 2009.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised Option Option
Options Options Exercise Expiration
Name Exercisable Unexercisable Price($) Date

John H. Freeman
2006(1) 6,000 0 6.42 09/14/2010
2007(1) 8,000 0 4.70 09/13/2011
2008(1) 8,000 0 3.33 09/27/2012
2009(2) 75,000 75,000 3.20 05/07/2018

Mark E. Maddocks
2002 10,000 0 7.98 11/26/2011
2003 8,200 0 2.99 09/18/2012
2004 8,200 0 4.09 09/17/2013
2005 8,200 0 6.75 09/15/2009
2006 8,200 0 6.63 09/14/2010
2007 8,200 0 4.70 09/13/2011
2008 8,000 0 3.33 09/27/2012
2009(2) 0 8,000 1.99 09/25/2018

Jeffrey H. Duncan
2002 8,200 0 7.98 11/26/2011
2003 8,200 0 2.99 09/18/2012
2004 8,200 0 4.09 09/17/2013
2005 8,200 0 6.75 09/15/2009
2006 8,200 0 6.63 09/14/2010
2007 8,200 0 4.70 09/13/2011
2008 8,000 0 3.33 09/27/2012
2009(2) 0 8,000 1.99 09/25/2018

Anthony M. Lougee
2002 2,500 0 7.98 11/26/2011
2003 1,875 0 2.99 09/18/2012
2004 2,500 0 4.09 09/17/2013
2005 2,500 0 6.75 09/15/2009
2006 3,500 0 6.63 09/14/2010
2007 3,500 0 4.70 09/13/2011
2008 3,500 0 3.33 09/27/2012
2009(2) 0 3,500 1.99 09/25/2013

_______________
(1) Option awards granted to Mr. Freeman when he was a non-employee director
of the Company.

(2) Options granted in fiscal 2009 to Mr. Freeman were ten year options.
Options to purchase the first 37,500 shares became exercisable on
November 7, 2008, and options to purchase an additional 37,500 shares

became exercisable on May 7, 2009. Options to purchase an additional 37,500
shares become exercisable on November 7, 2009, and May 7, 2010 respectively.
Options granted in fiscal 2009 to Messrs. Maddocks and Duncan are ten year
options exercisable one year after the date of grant. Options granted in
fiscal 2009 to Mr. Lougee are five year options exercisable one year after
the grant date. All options granted are at an exercise price equal to the
closing market price of the Company's common stock on the date of grant.

Option Exercises

There were no stock option exercises by named executive officers during
the fiscal year ended April 30, 2009.

EQUITY COMPENSATION PLAN INFORMATION AT APRIL 30, 2009

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 compen-
sation plans (exclud-
ing securities re-
flected in column (a))
(a) (b) (c)
______________________ _______________________ ____________________ _____________________

Equity compensation
plans approved by
security holders 1,257,675 $4.53 793,227

Equity compensation
plans not approved by
security holders 0 - 0

Total 1,257,675 $4.53 793,227

EMPLOYMENT AGREEMENTS

On May 7, 2008, the Company's Board of Directors appointed John H.
Freeman to the position of President and Chief Executive Officer of the
Company. The Board of Directors agreed to hire Mr. Freeman as President and
Chief Executive Officer for a term of one year, with automatic renewal terms
of one year each. Mr. Freeman's base salary is $275,000 annually. He is
eligible biannually for a bonus of up to 50% of his base salary, as
determined by a review of the Company's Compensation Committee, and also
for a year-end bonus at the conclusion of the fiscal year if his performance
exceeds expectations. Mr. Freeman receives three weeks paid vacation and is
entitled to participate in any of the Company's present and future life
insurance, disability insurance, health insurance, pension retirement and
similar plans as well.

The Board of Directors hired Mr. Freeman based on the agreement that he
accepts certain non-solicitation, non-competition and non-disparagement
restrictions.

On May 7, 2008, the Company's Board of Directors granted Mr. Freeman an
option to purchase 150,000 shares of Dataram common stock, at the price of
$3.20 per share, the closing market price on May 7, 2008. Options granted in
fiscal 2009 to Mr. Freeman are ten year options. Options to purchase the
first 37,500 shares became exercisable on November 7, 2008, and options to
purchase an additional 37,500 shares became exercisable on May 7, 2009.
Options to purchase an additional 37,500 shares become exercisable on
November 7, 2009 and May 7, 2010 respectively. These options expire on
May 7, 2018.

Mark E. Maddocks and Jeffrey H. Duncan entered into similar Employment
Agreements with the Company as of February 1, 2005. Each agreement
continues on a year to year basis until terminated by the Company on thirty
(30) days notice before April 30th of each year. The current base
compensation under these agreements for Mr. Maddocks is $201,424, and for
Mr. Duncan is $199,032, which are subject to annual review by the Board of
Directors. In addition, executives will receive a bonus based upon a formula
which shall be reviewed and approved annually by the Board of Directors.
The Employment Agreements may be terminated by the Company for cause and
expire upon the death or six months after the onset of the disability of
the executive. In the event of termination or non-renewal, the executive is
entitled to one year's base salary at the current rate plus a pro rata bonus
for the current year. The Employment Agreements contain terms concerning
confidentiality, post-employment restrictions on competition and
non-solicitation of Company employees.

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.

RATIFICATION OF THE SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has selected
J.H. Cohn LLP as the independent certified public accountants to the Company
for the fiscal year ending April 30, 2010. The holders of Common Stock are
asked to ratify this selection. J.H. Cohn LLP has served the Company in this
capacity since October of 2005. If the shareholders fail to ratify this
selection of J.H. Cohn LLP, the Audit Committee will reconsider its action
in light of the shareholder vote.

The Company has been advised by J.H. Cohn 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.

PRINCIPAL ACCOUNTANTS FEES AND SERVICES

The following table sets forth the aggregate fees billed to the Company
for the last two fiscal years by the Company's independent accounting firm
J.H. Cohn LLP for professional services:
2009 2008
_________ ________

Audit fees $ 111,800 $ 102,900

Audit related fees (1) 16,000 11,000

Tax fees (2) 14,300 11,000

All other fees (3) 4,600 5,000

Total fees $ 146,700 $129,900

12
_____________
(1) Consists principally of the audit of the financial statements of the
Company's employee benefit plan.
(2) Consists principally of fees for tax consultation and tax compliance
services, including foreign jurisdictions.
(3) In fiscal 2009 consists principally of acquisition related
consultations. In fiscal 2008 consists principally of consultations
regarding compliance with the Sarbanes-Oxley Act.

All non-audit fees of an auditor must be pre-approved by the Audit
Committee of the Board of Directors unless the amount is less than 5% of
the amount of revenues to the auditor in the previous fiscal year or was
not regarded as a non-audit fee at the time it was contracted for. In
either event, the fee must be submitted to the Audit Committee for its
approval before the completion of the audit. In the previous fiscal year,
all Audit Related Fees, all Tax Fees and all Other Fees were pre-approved by
the Audit Committee pursuant to this policy.

REPORT OF THE AUDIT COMMITTEE

Pre-approval by the Audit Committee of all non-audit services performed
by the Company's independent accountants is now required by law. Where
urgent action is required, the Chairman of the Committee may give this
approval subject to confirmation of this decision by the full Committee at
its next meeting.

The Audit Committee has reviewed and discussed the Company's audited
financial statements for the fiscal year ended April 30, 2009 with
management.

The Audit Committee has discussed with J.H. Cohn LLP the matters
required to be discussed in Statement on Auditing Standards No. 61, as
amended (AICPA, Professional Standards, Vol.1 AU Section 380, as adopted by
the Public Company Accounting Oversight Board in Rule 3200T).

The Audit Committee has received the written disclosures and the letter
from J.H. Cohn LLP required by Independence Standards Board Standard No. 1
("Independence Standards Board Standard No 1., Independence Discussion with
Audit Committee, as adopted by the Public Company Accounting Oversight Board
in Rule 3200T), as amended, and has discussed with J.H. Cohn 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, 2009 for filing with the
Securities and Exchange Commission.

Audit Committee

Thomas A. Majewski, Chairman
Roger C. Cady
Rose Ann Giordano

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 2010 ANNUAL MEETING

Any shareholder wishing to present a proposal which is intended to be
presented at the 2010 Annual Meeting of Shareholders should submit such
proposal to the Company at its principal executive offices no later than
April 16, 2010. It is suggested that any proposals be sent by certified
mail, return receipt requested.

BOARD OF DIRECTORS

The Board of Directors has a process for shareholders to communicate
with directors. Shareholders should write to the President at the Company's
mailing address and specifically request that a copy of the letter be
distributed to a particular board member or to all board members. Where no
such specific request is made, the letter will be distributed to board
members if material, in the judgment of the President, to matters on the
Board's agenda.

The Board of Directors of the Company met seven times during the last
fiscal year. It is the policy of the board that all members will attend the
Annual Meeting of Shareholders and all members of the board attended last
year's meeting.

The Board of Directors has a standing Audit Committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended, whose members are Roger C. Cady, Thomas A. Majewski and
Rose Ann Giordano. This Committee met four times 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, review of internal controls and procedures and
approval of all audit and non-audit services of the auditor. The Company's
Board of Directors has adopted a written charter for the Audit Committee
which may be viewed at the Company's website, www.dataram.com. Each member
of the Audit Committee is "independent" within the meaning of the NASDAQ
listing standards. The Board of Directors has determined that Mr. Majewski
is a "financial expert" within the meaning of those standards and an "audit
committee financial expert" within the meaning of Item 401(h) of SEC
Regulation S-K and is "independent" as that term is used in Item 7(d)(3)(iv)
of Schedule 14A of the Proxy Rules.

The Board of Directors has a standing Compensation Committee whose
members are Roger C. Cady, Thomas A. Majewski and Rose Ann Giordano, all of
whom are "independent" within the meaning of the NASDAQ listing standards.
This committee relies upon the advice of the Company's chief executive
officer who makes recommendations both concerning director compensation and
the compensation of other executive officers. This Committee met once
during the past fiscal year. The principal functions of the Compensation
Committee are to recommend to the Board of Directors the compensation of
directors and the executive officers and to establish and administer various
compensation plans, including the stock option plan. The Compensation
Committee does not have a written charter.

The Board of Directors has a standing Nominating Committee whose
members are Roger C. Cady, Thomas A. Majewski and Rose Ann Giordano, all of
whom are "independent" within the meaning of the NASDAQ listing standards.
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. The members of the Nominating Committee
are "independent" within the meaning of the NASDAQ listing standards. The
Board of Directors has adopted a charter for the Nominating Committee, which
may be viewed at the Company's website, www.dataram.com. In years in which
the Board considers that the selection of a new director would be desirable,
the Nominating Committee solicits recommendations from the directors and the
executive officers. The Nominating Committee will also consider
recommendations made by shareholders. From these recommendations, the
committee selects a small group to be interviewed. The Nominating Committee
then makes a recommendation to the full board. 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 COMPENSATION

The following table sets forth information concerning non-employee
director compensation during the fiscal year ended April 30, 2009:

Fees Option All
Name Earned(1) Awards(2) Other Total
__________________ ______________ ___________ ______ ________

Rodger C. Cady $24,000 $44,544 0 $68,544

Thomas A. Majewski $24,000 $29,696 0 $53,696

Rose Ann Giordano $24,000 $29,696 0 $53,696

_______________
(1) All directors' fees, except for option awards, are paid in cash in the
year earned.

(2) As determined in accordance with SFAS 123R (see assumptions in Summary
Compensation Table).

Directors who are not employees of the Company received a quarterly
payment of $6,000. During fiscal 2009, Rodger Cady received ten year options
to purchase 24,000 shares of the Common Stock of the Company at $1.99, the
closing market value of the Common Stock at the date of grant. All of these
options become exercisable on September 25, 2009, one year from the date of
grant. During fiscal 2009, Thomas Majewski and Rose Ann Giordano each
received ten year options to purchase 16,000 shares of the Common Stock of
the Company at $1.99, the closing market value of the Common Stock at the
date of grant. All of these options become exercisable on
September 25, 2009, one year from the date of grant.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING 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 current
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 that a director of the Company, Rose Ann
Giordano, filed a Form 4 to reflect one purchase transaction twelve
days late.

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 2009 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, 2009, 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.

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

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting,
proxy statement and annual report are available at www.dataram.com

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

The undersigned hereby appoints and constitutes John H. Freeman 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 Thursday, September 24, 2009 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)

Roger C. Cady__ John H. Freeman__ Rose Ann Giordano__ Thomas A. Majewski__

VOTE WITHHELD____ from all nominees.

2. VOTE FOR____ AGAINST____ ABSTAIN____ ratification of the selection
of J.H. Cohn, LLP to be the independent auditors of the Company for the
fiscal year ending April 30, 2010.

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 2009

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