FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BRESKY MARK R
   2. Issuer Name and Ticker or Trading Symbol
DATARAM CORP [DRAM-NASDQ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President, Info. Tech.
(Last)
(First)
(Middle)
11 WEST CIRCUIT DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
09/15/2004
(Street)

SUCCASUNNA, NJ 08502		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (9/15/2004) $ 6.75 09/15/2004   A   8,200   09/15/2005 09/15/2009 Common Stock, $1.00 Par Value 8,200 (1) 8,200 (2) (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BRESKY MARK R
11 WEST CIRCUIT DRIVE
SUCCASUNNA, NJ 08502		       Vice President, Info. Tech.  

Signatures

 MARK R. BRESKY   09/16/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options were granted to the reporting person in consideration of his service as an Executive Officer of the Company. Options were granted at an exercise price equal to the fair market value of the Common Stock on the date of grant.
(2) The Reporting Person holds options to purchase 3,000 shares at $1.708333 a share which are presently exercisable and expire on 6/16/2005. The Reporting Persons holds options to purchase 12,000 shares at $2.3125 a share which are presently exercisable and expire on 9/10/2006. The Reporting Person holds options to purchase 8,200 shares at $7.98 a share of which 4,100 shares are presently exercisable and 2,050 shares each become exercisable on 11/26/2004 and 11/26/2005.
(3) The Reporting Person holds options to purchase 8,200 shares at $2.99, of which 2,050 shares are exercisable, 2,050 shares each become exercisable on 9/18/2004, 9/18/2005 and 9/18/2006. These options expire on 9/18/2012. The Reporting Person holds options to purchase 8,200 shares at $4.09 a share, of which 2,050 shares each become exercisable on 9/18/2004, 9/18/2005, 9/18/2006 and 9/18/2007. These options expire on 9/18/2013.

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