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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(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)
01/05/2005
(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
Common Stock, $1.00 Par Value 01/05/2005   S(1)   711 D $ 6.35 1 D  
Common Stock, $1.00 Par Value 01/05/2005   A   3,000 A $ 1.71 3,001 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 (06/16/1995) $ 1.71 01/05/2005   A   3,000   06/16/2000 06/16/2005 Common Stock, $1.00 Par Value 3,000 (4) 0 (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   01/05/2005
**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) Shares delivered to Issuer as part of the exercise price of employee stock options.
(2) The Reporting Person 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 6,150 shares are presently exercisable and 2,050 shares become exercisable on 11/26/2005.
(3) The Reporting Person holds options to purchase 8,200 shares at $2.99 a share, of which 4,100 shares are presently exercisable and 2,050 shares each become exercisable on 9/18/2005 and 9/18/2006. These options expire on 9/18/2012. The Reporting Peson holds options to purchase 8,200 shares at $4.09 a share, of which 2,050 shares are presently exercisable and 2,050 shares each become exercisable on 9/18/2005, 9/18/2006 and 9/18/2007. These options expire on 9/18/2013. The Reporting Person holds options to purchase 8,200 shares at $6.75 a share which become exercisable on 9/15/2005 and expire on 9/15/2009.
(4) Options were granted to the Reporting Person in consideration of his service as an Officer of the Company. Options were granted at an exercised price equal to the fair market value of the Common Stock on the date of grant.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.