SecProbe.io

September 26, 2014

Via E -mail
John H. Freeman
Chief Executive Officer
Dataram Corporation
Route 571
P.O. Box 7258
Princeton, New Jersey 08543

Re: Dataram Corporation
 Preliminary Proxy  Statement on Schedule 14 A
Filed on September 18, 2014
File No. 001-08266

Dear Mr. Freeman :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten busin ess days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriat e, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Proposal 2 – Approval of the Issuance of more than 20% of the Company’s Issued and
Outstanding Common Stock in Certain Offerings, page 7

1. You have presented multiple matters to be voted upon  under a single proposal .  Proposal
2 combines at least  four separate  matters to be voted upon: (1) the issuance of common
stock upon the conversion of the Bridge Notes and exercise of the Warrants from the
2014 Bridge Financing, (2) the issuance of Series A Preferred Stock in connection with
the Preferred Stock Transaction, (3) the issuance of common stock upon the conversion
of the Series A Preferred Stock and the Preferred Stock Warrants from the Preferred
Stock Transaction  and ( 4) the terms of the Waiver and Consent between the Company
and the Institutional Investors.  Exchange Act Rules 14a -4(a)(3) and 14a -4(b)(1) require
that you identi fy clearly each separate matter intended to be acted upon and provide an
opportunity to vote on each separate matter presented.  Please r evise your proxy
statement to present each matter as separate proposals.

John H. Freeman
Dataram Corporation
September 26, 2014
Page 2

2. In revising your proxy statement to unbundle the separate proposals, please note that to
the exte nt ap proval of one proposal, such as the issuance of the Series A Preferred Stock,
is contingent on the approval of another proposal, such as the authorization of preferred
stock, this should be clearly disclosed.  Also disclose any consequences to you in the
event you fail to obtain shareholder approval.  In addition, inc lude a revised form of
proxy that allows shareholders to vote separately on each proposal.  See Question 101.02
of the Staff’s Compliance and Disclosure Interpretations regarding Exchange Act Rule
14a-4(a)(3).

Series A Preferred S tock, page 8

3. You state here that  proposal 4 seeks approval for the authority to issue 1,200,000  shares
of preferred stock.  However, proposal 4 seeks approval for authority to issue up to
5,000,000 shares of preferred stock.  Please revise to address th is discrepancy .

Proposal 3 – Approval Of An Amendment To Outstanding Warrants To Reduce The Exercise
Price, page 12

4. You state that the descriptions of the warrants “do not purport to be complete” and
qualify the description s by referring to the  exhibits filed with the SEC, including specific
Form s 8-K.  You include a similar qualification of your description  of the securities
purchase agreement.  Please revise your disclosure to provide a materially complete
description of both the warr ants and the securities purchase agreement.

Proposal 4 – Approval of an Amendment to the Certificate of Incorporation to Provide Authority
to Issue Preferred Stock , page 14

5. Your disclosure in this proposal is unclear as to whether you are seeking approval solely
for the issuance of 5,000,000 shares of preferred stock or whether you are seeking
approval for the creation of 5,000,000 shares of authorized preferred stock  with
1,300,000 of those shares designated as Series A Preferred Stock .  Please revise to clarify
your intent under this proposal.  In this regard, tell us whether you presently have any
plans, proposals or arrangements to i ssue any shares of  preferred stock, other than in
connection with the Preferred Stock Transaction  currently addressed in proposal 2 .  If
not, please state that you have no such plans, proposals, or arrangements, written  or
otherwise, at this time to issue the newly  authorized shares of preferred stock  other than
in connection with the Preferred Stock Transaction .

John H. Freeman
Dataram Corporation
September 26, 2014
Page 3

 Proposal 6 – Approval of  the 2014 Equity Incentive Plan, Page 17

6. Please disclose whether there are any curr ent plans to make specific grants or awards
under the 2014 Equity Incentive  Plan.  If so, please include the New Plan Benefits table
or tell us why you do not believe that the table is required.  Refer to Item 10(a)(2) of
Schedule 14A.  If there are no cur rent plans to make specific awards under the Plan or the
benefits or amounts are not determinable, please revise your disclosure to pro vide a
statement to that effect .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure , they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proce eding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Ji Shin, Attorney -Advisor, at (202) 551 -3579 or, in her absence, the
undersigned at (202) 551 -3457  with any questions.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
cc: Via E -mail
 Richard G. Satin , Esq.
 Schnader Harrison Segal and Lewis LLP