UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 1 Name of Issuer: Dataram Corporation Title of Class of Securities: Common Stock CUSIP Number: 238108203 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) James R. Levitas, Levitas & Company, 230 Park Avenue, Suite 1549, New York, New York 10169 (212) 681-8480 (Date of Event which Requires Filing of this Statement) August 24, 1998 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James R. Levitas 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds AF, PF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization USA Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 176,800 8. Shared Voting Power: 9. Sole Dispositive Power: 208,400 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 208,400 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 7.5% 14. Type of Reporting Person IN 3 The purpose of this Amendment No. 1 to Schedule 13D is to report a material change in the beneficial ownership of James R. Levitas in the Common Stock (the "Shares") of Dataram Corporation. All capitalized terms not defined herein have the definitions given them in the original Schedule 13D. Item 1. Security and Issuer No change. Item 2. Identity and Background No change. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, Mr. Levitas is deemed to beneficially own 208,400 Shares. 205,400 Shares are held by the Partnership and managed accounts over which Mr. Levitas has investment discretion and 3,000 Shares are held by Mr. Levitas personally. Shares were purchased in open market transactions at an aggregate cost of $1,951,095. The funds for the purchase of the Shares held in the Partnership and the managed accounts have come from the working capital of each and the funds for the purchase of the Shares held by Mr. Levitas came from his personal funds. No funds were borrowed in connection with the purchase of Shares. Item 4. Purpose of Transaction No change. 4 Item 5. Interest in Securities of the Issuer As of the date hereof, Mr. Levitas is deemed to be the beneficial owner of 208,400 Shares of the Company. Based on the Company's most recently filed Form 10-K, as of July 24, 1998 there were a total of 2,781,405 outstanding Shares. Therefore, Mr. Levitas is deemed to be the beneficial owner of 7.5% of the outstanding Shares. Mr. Levitas has the sole power to vote or direct the vote with respect to 176,800 Shares and has the sole power to dispose of or direct the disposition of all the Shares of the Company that he is currently deemed to beneficially own. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer No change. Item 7. Material to be Filed as Exhibits A description of the transactions in the Shares that were effected by Mr. Levitas over the past 60 days is filed herewith as Exhibit A. 5 Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. August 24, 1998 _________________ Date /s/ James R. Levitas __________________________________ James R. Levitas 6 00501001.AF5 Exhibit A _________ Purchase Number Price Date of Shares per Share Value ________ _________ _________ _____ 8/3/98 1,600 $11.32 $18,112.00 7 00501001.AF5