SecProbe.io

CORRESP
1
filename1.htm

U.S.
GOLD CORP.

1910
E. Idaho Street, Suite 102-Box 604

Elko,
Nevada 89801

March
4, 2026

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Irene Barberena-Meissner

    Re:

    U.S.
    Gold Corp.

    Registration
    Statement on Form S-1 (File No. 333-293194)

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, U.S. Gold Corp. (the “Company”) hereby requests that the Securities
and Exchange Commission accelerate the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-293194)
(the “Registration Statement”) so that the Registration Statement will become effective at 4:30 p.m., Eastern Time, on Friday,
March 6, 2026, or as soon thereafter as is practicable. The Company hereby authorizes Nicole A. Edmonds or Thomas M. Rose, both of whom
are attorneys at the Company’s outside legal counsel, Troutman Pepper Locke LLP, to orally modify or withdraw this request for
acceleration.

Once
the Registration Statement has been declared effective, please orally confirm that event with Ms. Edmonds at (804) 339-1847 or Mr. Rose
at (757) 687-7715. Thank you for your assistance in this matter.

    Very
    truly yours,

    U.S.
    GOLD CORP.

    By:

    /s/
    Eric Alexander

    Name:
    Eric Alexander

    Title:
    Chief Financial Officer

    Cc:

    George
    M. Bee, President and Chief Executive Officer, U.S. Gold Corp.

    Thomas
    M. Rose, Troutman Pepper Locke LLP

    Nicole
    A. Edmonds, Troutman Pepper Locke LLP

    Alexander
    T. Yarbrough, Troutman Pepper Locke LLP

February 13, 2026
George M. Bee
President and Chief Executive Officer
U.S. Gold Corp.
1910 E. Idaho Street, Suite 102-Box 604
Elko, NV 89801
Re:U.S. Gold Corp.
Registration Statement on Form S-1
File No. 333-293194
Filed February 4, 2026
Dear George M. Bee:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Barberena-Meissner at 202-551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Nicole A. Edmonds, Esq.

CORRESP
 1
 filename1.htm

 May
9, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
DC 20549

 Attention:
Karina Dorin

 Re:
 U.S. Gold Corp.

 Registration
Statement on Form S-3

 Filed
May 2, 2025

 File
No. 333-286946

 Dear
Ms. Dorin:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, U.S. Gold Corp. hereby requests that the effective date of the above-referenced
registration statement be accelerated so that the same will become effective at 2:00 p.m. Eastern Time on Tuesday, May 13, 2025, or as
soon thereafter as practicable.

 Please
advise Edward Shaoul of Davis Graham & Stubbs LLP at (303) 892-7262 when the order declaring the above-referenced registration statement
effective is signed.

 Sincerely,

 By:
 /s/
 Eric Alexander

 Name:
 Eric
 Alexander

 Title:
 Chief
 Financial Officer

 cc:
 Edward
 Shaoul, Esq., Davis Graham & Stubbs LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

George Bee
Chief Executive Officer and President
U.S. Gold Corp.
1910 E. Idaho Street, Suite 102-Box 604
Elko, NV 89801

 Re: U.S. Gold Corp.
 Registration Statement on Form S-3
 Filed May 2, 2025
 File No. 333-286946
Dear George Bee:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Karina Dorin at 202-551-3763 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

October
16, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Anuja Majmudar

    Re:
    U.S.
    Gold Corp.

Registration
Statement on Form S-1

Filed
October 7, 2024

File
No. 333-282527

Dear
Ms. Majmudar:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, U.S. Gold Corp. hereby requests that the effective date of the above-referenced
registration statement be accelerated so that the same will become effective at 4:00 p.m. Eastern Time on Friday, October 18, 2024, or
as soon thereafter as practicable.

Please
advise Brian Boonstra of Davis Graham & Stubbs LLP at (303) 892-7348 when the order declaring the registration statement effective
is signed.

    Sincerely,

    By:
    /s/
    Eric Alexander

    Name:
    Eric
    Alexander

    Title:
    Chief
    Financial Officer

    cc:
    Brian
    Boonstra, Esq., Davis Graham & Stubbs LLP

October 15, 2024
George M. Bee
President and Chief Executive Officer
U.S. Gold Corp.
1910 E. Idaho Street
Suite 102-Box 604
Elko, NV 89801
Re:U.S. Gold Corp.
Registration Statement on Form S-1
Filed October 7, 2024
File No. 333-282527
Dear George M. Bee:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja Majmudar at 202-551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Brian Boonstra

United States securities and exchange commission logo
March 19, 2024
Eric Alexander
Chief Financial Officer
U.S. Gold Corp.
1910 East Idaho Street
Suite 102-Box 604
Elko, NV 89801
Re:U.S. Gold Corp.
Form 10-K for the Fiscal Year ended April 30, 2023
Filed July 31, 2023
File No. 001-08266
Dear Eric Alexander:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

February
21, 2024

By
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. John Coleman, Ms. Jenifer Gallagher and Mr. Karl Hiller

    Re:
    U.S.
    Gold Corp.

    Form
    10-K for the fiscal year ended April 30, 2023

    Filed
    July 31, 2023

    File
    No. 001-08266

Dear
Messrs. Coleman and Hiller, and Ms. Gallagher:

On
behalf of U.S. Gold Corp. (the “Company”), set forth below is the response of the Company to the comments received
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained
in the letter dated February 6, 2024 (the “Comment Letter”) regarding the above-referenced Form 10-K for the fiscal
year ended April 30, 2023 that was filed via EDGAR on July 31, 2023 (the “Form 10-K”). For ease of reference, the
text of the Staff’s comment is reproduced in bold-face type below, followed by the Company’s response.

Form
10-K

Mineral
Reserves and Mineral Resource, page 9

 1. Please
                                            expand your resource and reserve disclosures to include the metallurgical recovery, along
                                            with the point of reference, to comply with Item 1304(d)(1) of Regulation S-K.

Response:
The Company acknowledges the Staff’s comment and will revise the disclosure regarding its mineral resource and mineral reserve
estimates to include additional discussion regarding metallurgical recoveries. The revised resource and reserve tables showing the additional
disclosure are set forth below. The Company proposes to include this revised disclosure in future filings, beginning with its
Annual Report on Form 10-K for the fiscal year ended April 30, 2024.

Davis
Graham & Stubbs LLP ▪ 1550 17th Street, Suite
500 ▪ Denver, CO 80202 ▪ 303.892.9400 ▪ fax 303.893.1379 ▪ dgslaw.com

U.S.
Securities and Exchange Commission

February
21, 2024

Page
2

CK
Gold Project – Summary of Gold, Copper and Silver Mineral Resources

at
April 30, 2023 based on $1,625/oz gold, $3.25/lb copper and $18.00/oz silver

    Mass
    Gold (Au)
    Copper (Cu)
    Silver (Ag)
    Au Equivalent
(AuEq)

    Tons (000’s)
    Oz (000’s)
    oz/st
    lbs (millions)
    %
    Oz (000’s)
    oz/st
    Oz (000’s)
    oz/st

    Measured (M)
      1,000
      6
      0.019
      2
      0.196
      100
      0.05
      2
      0.024

    Indicated (I)
      10,500
      94
      0.01
      30
      0.15
      450
      0.03
      138
      0.016

    Measured and Indicated (M + I)
      11,500
      100
      0.014
      32
      0.16
      550
      0.039
      140
      0.018

    Inferred
      22,500
      235
      0.01
      68.3
      0.152
      323
      0.014
      357
      0.016

    (1)
    Mineral
    Resources tabulated at a breakeven cutoff grade of (0.0107 – 0.0088) AuEq oz/st, 0.009 AuEq oz/st average are calculated using
    metal pricing, operating costs and metallurgical recovery shown in footnotes (4), (5) and (6) below.

    (2)
    Columns
    shown above may not sum due to rounding.

    (3)
    Mineral
    Resource estimates shown above are reported exclusive of Mineral Reserves.

    (4)
    Metal
    contributions are dependent on the mineralization type and the overall recoveries are shown below:

    Mineralization
    Type

    Overall
                                            Metallurgical

    Recovery
    (%)

    Gold
    recovery

    70%

    Copper
    recovery

    79%

    Silver
    recovery

    58%

    (5)
    Breakeven
    cutoff grades were estimated using the following operating costs: $7.50/ton milled processing, $1.50/ ton milled G&A, $1.75/ton
    mined contractor mining.

    (6)
    Mineral
    Resources are estimated using metal prices of $1,625/oz gold, $3.25/lb copper, and $18/oz silver.

    (7)
    Mineral
    Resources are reported in dry short tons.

U.S.
                                            Securities and Exchange Commission

February
21, 2024

Page
3

CK
Gold Project – Summary of Gold, Copper and Silver Mineral Reserves

at
April 30, 2023 based on $1,625/oz gold, $3.25/lb copper and $18.00/oz silver

    Mass
    Gold (Au)
    Copper (Cu)
    Silver (Ag)
    Au Equivalent (AuEq)

    Tons (000’s)
    Oz (000’s))))
    oz/st
    lbs (millions)
    %
    Oz (000’s)
    oz/st
    Oz (000’s)
    oz/st

    Proven Mineral Reserves
      29,600
      574
      0.019
      118
      0.198
      1,440
      0.049
      757
      0.026

    Probable Mineral Reserves
      40,700
      440
      0.011
      130
      0.160
      1,220
      0.030
      679
      0.017

    Proven and Probable Mineral Reserves
      70,400
      1,010
      0.014
      248
      0.176
      2,660
      0.038
      1,440
      0.020

    (1)
    Mineral
    Reserves tabulated at a breakeven cutoff grade of (0.0107 – 0.0088) AuEq oz/st, 0.009 AuEq oz/st average are calculated using
    metal pricing, operating costs and metallurgical recovery provided in footnotes (3), (4) and (5).

    (2)
    Columns
    shown above may not sum due to rounding.

    (3)
    Metal
    contributions are dependent on the mineralization type and the overall recoveries are shown below:

    Mineralization
    Type

    Overall
                                            Metallurgical

    Recovery
    (%)

    Gold
    recovery

    70%

    Copper
    recovery

    79%

    Silver
    recovery

    58%

    (4)
    Breakeven
    cutoff grades were estimated using the following operating costs: $7.50/ton milled processing, $1.50/ ton milled G&A, $1.75/ton
    mined contractor mining.

    (5)
    Mineral
    Reserves are estimated using long term metal prices of $1,625/oz gold, $3.25/lb copper, and $18/oz silver.

    (6)
    Mineral
    Reserves are reported in dry short tons.

U.S.
                                            Securities and Exchange Commission

February
21, 2024

Page
4

Financial
Statements

Note
9 – Warrant Liability, page F-18

 2. We
                                            understand from your disclosures in the last paragraph on page F-9 and the second paragraph
                                            on page F-10 that you have classified warrants issued on March 18, 2022 and April 10, 2023
                                            as liabilities because the warrant agreement provisions may either require net-cash settlement
                                            if an event occurs that is not within your control, or provide the counterparty with an option
                                            to choose net-cash settlement.

    We
                                            see that you have among the inputs to your valuation model listed in the tabulations on pages
                                            F-18 and F-19 the probability of a “fundamental transaction,” along with the
                                            number of years during the exercise period when such an event may occur, and the share price
                                            volatility that is assumed to follow. However, this term is not referenced or defined within
                                            the Securities Purchase Agreements at Exhibits 10.14 and 10.17, which otherwise appear to
                                            be associated with the financing transactions.

    Please
                                            expand your disclosures to describe the particular warrant provisions that have resulted
                                            in your liability classification; and to clarify how a “fundamental transaction”
                                            is defined and relevant to the classification and valuation of your warrants.

    You
                                            may refer to FASB ASC 505-10-50-3 if you require further guidance on the associated disclosure
                                            requirements.

    Tell
                                            us the specific language within the exhibits referenced above that correlates with your assessments,
                                            or if there are incremental contractual arrangements that govern the manner of settlement
                                            provide those documents for our review.

    Please
                                            submit the analysis that you performed of the contractual provisions and specific accounting
                                            guidance in formulating your view on the classification.

Response:
In future filings, beginning with its Form 10-Q for the quarter ended January 31, 2024, the Company will expand its disclosure substantially
as described below to identify the particular warrant provisions that necessitate liability classification and will clarify how a “fundamental
transaction” is defined and relevant to the classification and valuation of the Company’s warrants.

The
Warrant Agreements include a clause whereby the warrant holder may be entitled to receive a net cash settlement upon the completion of
a “fundamental transaction.” A fundamental transaction, as defined in the Warrant Agreements, includes (a) any merger or
consolidation by and between the Company and another Person, (b) the sale or other disposition by the Company of all or substantially
all of its assets, (c) the completion of any tender offer or exchange offer pursuant to which the holders of greater than 50% of the
Company’s outstanding common stock has agreed to tender or exchange their securities, and (d) the consummation of a stock purchase
agreement or other business combination whereby another Person acquires more than 50% of the outstanding shares of common stock of the
Company. In the event of a fundamental transaction, the holder of the warrant has the right to require that the Company purchase the
warrant from the holder by paying the holder an amount of cash equal to a valuation based on the Black-Scholes Option Pricing Model reflecting
an expected volatility equal to the greater of 100% or the 100-day volatility as of the trading day immediately following the public
announcement of the applicable fundamental transaction. This volatility input precludes the Company from applying equity accounting as
the warrant holder could receive a net cash settlement value that is greater than a holder of the Company’s common stock. Accordingly,
the Company has concluded that liability accounting is required.

The
applicable Warrants that include the “fundamental transaction” provision are included as Exhibits 4.5, 4.6 and 4.7 to the
Company’s Form 10-K for the fiscal year ended April 30, 2023 (see Section 3(e)).

The
Company advises that it will provide to the Staff, on a confidential basis, under separate cover a copy of the analysis that it performed
and the specific accounting guidance it relied upon in formulating its view on the classification.

U.S.
                                            Securities and Exchange Commission

February
21, 2024

Page
5

Exhibit
96.1 Technical Report Summary, page E-1

 3. The
                                            remaining comments are concerned with various disclosure requirements applicable to the technical
                                            report summary. Please discuss these matters with the qualified persons involved in preparing
                                            the report and arrange to obtain and file a revised technical report summary that includes
                                            all of the required information.

Response:
As previously disclosed, the Company is preparing an updated technical report summary in accordance with Subpart 1300 of Regulation
S-K (“S-K 1300”). The Company anticipates that this report will meet the requirements of either a pre-feasibility
study or a feasibility study (the “Updated Technical Report Summary”). The Updated Technical Report Summary, which the Company
expects to file during the third calendar quarter of 2024, is expected to contain an updated mineral resource and mineral reserve estimate.
Rather than revise and file the technical report summary that was originally filed in December 2021 to provide the additional disclosures
requested by the Staff, the Company proposes to cause its qualified persons to include the revised disclosure set forth below (as appropriately
updated to reflect new data) in the Updated Technical Report Summary.

Section
6 – Geological Setting, Mineralization and Deposit

Property
Geology, page E-15

 4. At
                                            least one stratigraphic column and one cross-section of the local geology is required by
                                            Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K.

Response:
In compliance with Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K, the Company proposes to cause its qualified person to include
in the Updated Technical Report Summary an image similar to the one shown below:

U.S.
                                            Securities and Exchange Commission

February
21, 2024

Page
6

Section
10 – Mineral Processing and Metallurgical Testing

Conclusions
and Recommendations, page E-55

 5. The
                                            opinion of the qualified person on the adequacy of the metallurgical data for the purposes
                                            used is required by Item 601(b)(96)(iii)(B)(10)(v) of Regulation S-K.

Response:
As noted in Section 14.3 of the technical report summary, the metallurgical test work described therein provided the basis for the
estimation of the recoveries and concentrate grades that were used for purposes of the economic evaluation. In the Updated Technical
Report Summary, the Company will cause its qualified person to include a statement confirming that, in the opinion of the qualified person,
the metallurgical data described in the Updated Technical Report Summary, is adequate for the purposes of that Updated Technical Report
Summary.

Section
11.13 – Reasonable Prospects of Eventual Economic Extraction, page E-79

 6. The
                                            qualified person may elect to report resource estimates inclusive of reserves, though in
                                            these instances the technical report summary must also include resource estimates exclusive
                                            of reserves to comply with Item 601(b)(96)(iii)(B)(11)(ii) of Regulation S-K.

Response:
The Company notes that the mineral resource estimate presented in the body of the Form 10-K correctly excluded mineral reserves
in compliance with S-K 1300. The mineral resource estimate included in the technical report summary, however, incorrectly presented
mineral resources inclusive of mineral reserves (Tables 1-1, 1-2, 11-13 and 11-14). The Company will ensure that the qualified person
presents any mineral resource estimate in the Updated Technical Report Summary exclusive of mineral reserves and includes a footnote
to the mineral resource tables so noting.

 7. The
                                            operating costs used for the resource cutoff grade calculation should be included with the
                                            cutoff grade disclosures; and footnotes to the various resource and reserve tabulations should
                                            clarify and distinguish between breakeven and internal or marginal cutoff grades to comply
                                            with Item 601(b)(96)(iii)(B)(11)(i) and (iii) of Regulation S-K.

Response:
The Company will cause its qualified person to include responsive disclosure - substantially similar to the indicative disclosure presented
above in response the Staff’s first comment - in the

United States securities and exchange commission logo
February 6, 2024
Eric Alexander
Chief Financial Officer
U.S. Gold Corp.
1910 East Idaho Street
Suite 102-Box 604
Elko, NV 89801
Re:U.S. Gold Corp.
Form 10-K for the Fiscal Year ended April 30, 2023
Filed July 31, 2023
File No. 001-08266
Dear Eric Alexander:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended April 30, 2023
Mineral Reserves and Mineral Resource, page 9
1.Please expand your resource and reserve disclosures to include the metallurgical recovery,
along with the point of reference, to comply with Item 1304(d)(1) of Regulation S-K.
Financial Statements
Note 9 - Warrant Liability, page F-18
2.We understand from your disclosures in the last paragraph on page F-9 and the second
paragraph on page F-10 that you have classified warrants issued on March 18, 2022 and
April 10, 2023 as liabilities because the warrant agreement provisions may either
require net-cash settlement if an event occurs that is not within your control, or provide
the counterparty with an option to choose net-cash settlement.

We see that you have among the inputs to your valuation model listed in the tabulations
on pages F-18 and F-19 the probability of a "fundamental transaction," along with the

 FirstName LastNameEric Alexander
 Comapany NameU.S. Gold Corp.
 February 6, 2024 Page 2
 FirstName LastNameEric Alexander
U.S. Gold Corp.
February 6, 2024
Page 2
number of years during the exercise period when such an event may occur, and the share
price volatility that is assumed to follow.  However, this term is not referenced or
defined within the Securities Purchase Agreements at Exhibits 10.14 and 10.17, which
otherwise appear to be associated with the financing transactions.

Please expand your disclosures to describe the particular warrant provisions that have
resulted in your liability classification; and to clarify how a "fundamental transaction" is
defined and relevant to the classification and valuation of your warrants.

You may refer to FASB ASC 505-10-50-3 if you require further guidance on the
associated disclosure requirements.

Tell us the specific language within the exhibits referenced above that correlates with your
assessments, or if there are incremental contractual arrangements that govern the manner
of settlement provide those documents for our review.

Please submit the analysis that you performed of the contractual provisions and specific
accounting guidance in formulating your view on the classification.
Exhibit 96.1 Technical Report Summary, page E-1
3.The remaining comments are concerned with various disclosure requirements applicable
to the technical report summary.  Please discuss these matters with the qualified persons
involved in preparing the report and arrange to obtain and file a revised technical report
summary that includes all of the required information.
Section 6 - Geological Setting, Mineralization and Deposit
Property Geology, page E-15
4.At least one stratigraphic column and one cross-section of the local geology is required by
Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K.
Section 10 - Mineral Processing and Metallurgical Testing
Conclusions and Recommendations, page E-55
5.The opinion of the qualified person on the adequacy of the metallurgical data for the
purposes used is required by Item 601(b)(96)(iii)(B)(10)(v) of Regulation S-K.
Section 11.13 - Reasonable Prospects of Eventual Economic Extraction, page E-79
6.The qualified person may elect to report resource estimates inclusive of reserves, though
in these instances the technical report summary must also include resource estimates
exclusive of reserves to comply with Item 601(b)(96)(iii)(B)(11)(ii) of Regulation S-K.
7.The operating costs used for the resource cutoff grade calculation should be included with
the cutoff grade disclosures; and footnotes to the various resource and reserve tabulations
should clarify and distinguish between breakeven and internal or marginal cutoff grades to

 FirstName LastNameEric Alexander
 Comapany NameU.S. Gold Corp.
 February 6, 2024 Page 3
 FirstName LastName
Eric Alexander
U.S. Gold Corp.
February 6, 2024
Page 3
comply with Item 601(b)(96)(iii)(B)(11)(i) and (iii) of Regulation S-K.
Section 12 - Mineral Reserve Estimates
Relevant Factors, page E-83
8.The opinion of the qualified person on how the mineral reserve estimates could be
materially affected by risk factors associated with changes to any aspect of the modifying
factors is required by Item 601(b)(96)(iii)(B)(12)(vi) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact John Coleman, Mining Engineer at (202) 551-3610 if you have questions
regarding comments on your mineral property information. Please contact Jenifer Gallagher,
Staff Accountant at 202-551-3706 or Karl Hiller, Branch Chief at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

May
10, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

Attention:
Arthur Tornabene-Zalas

    Re:
    U.S.
    Gold Corp.

    Registration
    Statement on Form S-3

    Filed
    January 28, 2022, as amended May 5, 2022

    File
    No. 333-262415

Dear
Mr. Tornabene-Zalas:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, U.S. Gold Corp. hereby requests that the effective date of the above-referenced
registration statement be accelerated so that the same will become effective at 4:00 p.m. Eastern Time on Thursday, May 12, 2022, or
as soon thereafter as practicable.

Please
advise Brian Boonstra of Davis Graham & Stubbs LLP at (303) 892-7348 when the order declaring the registration statement effective
is signed.

    Sincerely,

    By:
    /s/
    Eric Alexander

    Name:
    Eric
    Alexander

    Title:
    Chief
    Financial Officer

    cc:
    Brian
    Boonstra, Esq., Davis Graham & Stubbs LLP

United States securities and exchange commission logo
February 8, 2022
George Bee
Chielf Executive Officer and President
U.S. Gold Corp.
1910 E. Idaho St.
Suite 102-Box 604
Elko, NV 89801
Re:U.S. Gold Corp.
Registration Statement on Form S-3
Filed January 28, 2022
File No. 333-262415
Dear Mr. Bee:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Irene Barbarena-Meissner,
Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Boonstra, Esq.

CORRESP
1
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U.S.
Gold Corp.

1910
E. Idaho, Suite 102-Box 604

Elko,
Nevada 89801

February
23, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention:
Anuja A. Majmudar

    Re:

    U.S.
    Gold Corp.

    Registration
    Statement on Form S-1

    Filed
    on February 16, 2021

    File
    No. 333-253168 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, U.S. Gold Cop. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on
February 25, 2021, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    U.S. GOLD CORP.

    By:

    /s/
    Edward M. Karr

    Edward
    M. Karr

    Executive
    Chairman

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
February 23, 2021
George Bee
Chief Executive Officer and President
U.S. GOLD CORP.
1910 E. Idaho Street
Suite 102-Box 604
Elko, NV 89801
Re:U.S. GOLD CORP.
Registration Statement on Form S-3
Filed February 16, 2021
File No. 333-253165
Dear Mr. Bee:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jayun Koo

CORRESP
1
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U.S.
Gold Corp.

1910
E. Idaho, Suite 102-Box 604

Elko,
Nevada 89801

February
23, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Anuja A. Majmudar

    Re:
    U.S.
    Gold Corp.

    Registration
    Statement on Form S-3

    Filed
    on February 16, 2021

    File
    No. 333-253165 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, U.S. Gold Cop. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on
February 25, 2021, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    U.S.
    GOLD CORP.

    By:
    /s/
    Edward M. Karr

    Edward
    M. Karr

    Executive
    Chairman

    cc:
    Rick
    A. Werner, Esq., Haynes and Boone, LLP

CORRESP
1
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U.S.
Gold Corp.

1910
E. Idaho, Suite 102-Box 604

Elko,
Nevada 89801

June
19, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Anuja A. Majmudar

    Re:

    U.S.
    Gold Corp.

    Registration
    Statement on Form S-1

    Filed
    on June 12, 2020

    File
    No. 333-239146 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, U.S. Gold Cop. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on
June 23, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
    truly yours,

    U.S.
GOLD CORP.

    By:
    /s/
    Edward M. Karr

    Edward
                                         M. Karr

        Chief
        Executive Officer and President

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

CORRESP
1
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U.S.
Gold Corp.

1910
E. Idaho, Suite 102-Box 604

Elko,
Nevada 89801

June
19, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

Attention:
Anuja A. Majmudar

    Re:

    U.S.
    Gold Corp.

    Registration
    Statement on Form S-3

    Filed
    on June 9, 2020

    File
    No. 333-239062 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, U.S. Gold Cop. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on
June 23, 2020, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel,
Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

    Very
truly yours,

    U.S. GOLD CORP.

    By:
    /s/
    Edward M. Karr

    Edward
        M. Karr

    Chief
Executive Officer and President

cc:
Rick A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
June 17, 2020
Edward M. Karr
Chief Executive Officer and President
U.S. GOLD CORP.
1910 E. Idaho Street
Suite 102-Box 604
Elko, NV 89801
Re:U.S. GOLD CORP.
Registration Statement on Form S-1
Filed June 12, 2020
File No. 333-239146
Dear Mr. Karr:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rick Werner

United States securities and exchange commission logo
June 16, 2020
Edward M. Karr
Chief Executive Officer and President
U.S. GOLD CORP.
1910 E. Idaho Street
Suite 102-Box 604
Elko, NV 89801
Re:U.S. GOLD CORP.
Registration Statement on Form S-3
Filed June 9, 2020
File No. 333-239062
Dear Mr. Karr:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rick Werner

May 21, 2019
Edward M. Karr
Chief Executive Officer
U.S. Gold Corp.
1910 Idaho Street, Suite 102 - Box 604
Elko, NV 89801
Re:U.S. Gold Corp.
Form 10-K for Fiscal Year Ended April 30, 2018
Filed July 30, 2018
File No. 001-08266
Dear Mr. Karr:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

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May
8, 2019

Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

Attention: James Giugliano and Joel Parket

    Re:
    U.S.
    Gold Corp.

    Form
    10-K for the Fiscal Year Ended April 30, 2018

    Filed
    July 30, 2018

    File
    No. 001-08266

Dear
Sirs:

On
behalf of our client, U.S. Gold Corp. (the “Company”), and pursuant to the Securities Exchange Act of 1934,
as amended (the “Act”), and the rules and regulations thereunder, we transmit for your review the Company’s
response, as we have been informed by the Company, to the Staff’s letter of comment, dated April 25, 2019 (the “Comment
Letter”), in respect of the above noted filing. The Company’s response below is keyed to the heading and comment
number contained in the Comment Letter.

Form
10-K for the Fiscal Year Ended April 30, 2018

    1.
    In
    several instances throughout this filing and other filings you refer to the Copper King Project and the Gold Bar North project
    as a “development project”. Please note that absent proven and probable reserve (as defined in Industry Guide
    7), a project is considered to be in the exploration stage. Please modify your disclosure to remove references to “development
    project” so as not to imply your projects are in the development stage or tell us why your presentation is appropriate.
    Refer to paragraph (a)(4) of Industry Guide 7 and the instructions thereto.

    ●
    Response:
    The Company acknowledges the Staff’s comment and proposes that beginning with its Form 10-K for the Fiscal Year ended
    April 30, 2019, the Company will remove references to “development project” in all future filings that do not
    include proven and probable reserves (as defined in Industry Guide 7).

    2.
    We
    note your disclosure of measured, indicated, and inferred resources on page 6 of your filing. Only estimates of proven and
    probable reserves may be disclosed in filings with the U.S. Securities and Exchange Commission unless required to be disclosed
    by foreign or state law. See Instruction 5 to Item 102 of Regulation S-K and Industry Guide 7, Instructions to paragraph (b)(5).
    Please advise or revise to remove your resource disclosures.

    ●
    Response:
    The Company acknowledges the Staff’s comment and proposes that beginning with its Form 10-K for the Fiscal Year ended
    April 30, 2019, the Company will not disclose measured, indicated, and inferred resources unless required to be disclosed
    by foreign or state law.

U.S. Securities and Exchange Commission

May 8, 2019

Page 2

    3.
    Please
    revise to describe your current exploration activities and future exploration plans for each of your material properties.
    See Industry Guide 7, paragraph 4(b)(i). In your response please include a description of your quality control procedures
    as they relate to your exploration work.

    ●
    Response:
    The Company acknowledges the Staff’s comment and proposes that beginning with its Form 10-K for the Fiscal Year ended
    April 30, 2019, the Company will describe its current exploration activities and future exploration plans for each of its
    material properties. Further, the Company will include a description of its quality control procedures at it relates to the
    Company’s exploration work.

Acknowledgement

We
hereby acknowledge that:

    ●
    We
    are responsible for the adequacy and accuracy of the disclosure in our Form 10-K;

    ●
    Staff
    comments or changes to disclosure in response to Staff comments, do not foreclose the Securities and Exchange Commission from
    taking any action with respect to the Form 10-K; and

    ●
    We
    may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person
    under the federal securities laws of the United States.

*
*     *

Should
you have further comments or require further information, or if any questions should arise in connection with this submission,
please call the undersigned at (303) 629-3445 or via email at sam.kenneth@dorsey.com.

    Yours
    truly,

    /s/ Kenneth Sam

    Kenneth Sam

    cc:
    Edward
    M. Karr

    Chief Executive
    Officer

    U.S Gold Corp.

April 25, 2019
Edward M. Karr
Chief Executive Officer
U.S. Gold Corp.
1910 Idaho Street, Suite 102 - Box 604
Elko, NV 89801
Re:U.S. Gold Corp.
Form 10-K for Fiscal Year Ended April 30, 2018
Filed July 30, 2018
File No. 001-08266
Dear Mr. Karr:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended April 30, 2018 Filed July, 30 2018
Item 1. Business, page 3
1.In several instances throughout this filing and other filings you refer to the Copper King
Project and the Gold Bar North project as a “development project”.  Please note that
absent proven or probable reserves (as defined in Industry Guide 7), a project is
considered to be in the exploration stage.  Please modify your disclosures to remove
references to “development project” so as not to imply your projects are in the
development stage or tell us why your presentation is appropriate.  Refer to paragraph
(a)(4) of Industry Guide 7 and the instructions thereto.
2.We note your disclosure of measured, indicated, and inferred resources on page 6 of your
filing.  Only estimates of proven and probable reserves may be disclosed in filings with
the U.S. Securities and Exchange Commission unless required to be disclosed by foreign
or state law.  See Instruction 5 to Item 102 of Regulation S-K and Industry Guide 7,
Instructions to paragraph (b)(5).  Please advise or revise to remove your resource

 FirstName LastNameEdward M. Karr
 Comapany NameU.S. Gold Corp.
 April 25, 2019 Page 2
 FirstName LastName
Edward M. Karr
U.S. Gold Corp.
April 25, 2019
Page 2
disclosures.
3.Please revise to describe your current exploration activities and future exploration plans
for each of your material properties.  See Industry Guide 7, paragraph (b)(4)(i).  In your
response please include a description of your quality control procedures as they relate to
your exploration work.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact John Coleman, Mining Engineer, at (202) 551-3610 with questions
about engineering comments.  You may contact James Giugliano at (202) 551-3319 or Joel
Parker at (202) 551-3651 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

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Dataram Corporation

777 Alexander Road, Ste. 100

Princeton, NJ 08540

(609) 799-0071

May 16, 2017

VIA
EDGAR

United
States Securities and Exchange Commission

100 F
Street, N.E.

Washington, D.C. 20549

    Re:
    Dataram
    Corporation

    Registration
    Statement on Form S-3

    File
    No. 333-217860

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Dataram
Corporation (the “Company”) respectfully requests that the effective date of the registration statement referred to
above be accelerated so that it will become effective at 4:30 pm., Washington D.C. time, on May 16, 2017 or as soon thereafter
as possible. The Company acknowledges that: 1) should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; 2) the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and 3) the Company may not assert the
declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

    DATARAM CORPORATION

    By:
    /s/
    David A. Moylan

    Name:
    David A. Moylan

    Title:
    Chief Executive Officer

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Dataram
Corporation

777 Alexander Road, Ste. 100

Princeton, NJ 08540

(609) 799-0071

May
15, 2017

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Dataram
    Corporation

    Registration
    Statement on Form S-3

    File
    No. 333-217860

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Dataram
Corporation (the “Company”) respectfully requests that the effective date of the registration statement referred to
above be accelerated so that it will become effective at 4:30 pm., Washington D.C. time, on May 17, 2017 or as soon thereafter
as possible. The Company acknowledges that: 1) should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; 2) the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and 3) the Company may not assert
the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

    DATARAM CORPORATION

    By:
    /s/ David
    A. Moylan

    Name:

    David
    A. Moylan

    Title:

    Chief
    Executive Officer

Mail Stop 4561

May 15, 2017

David A. Moylan
Chief Executive Officer
Dataram Corporation
777 Alexander Road, Ste. 100
Princeton, NJ 08540

Re: Dataram Corporation
  Registration Statement on Form S-3
Filed  May 10, 2017
  File No.  333-217860

Dear Mr. Moylan :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule  461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or a bsence of action by the staff.

Please  contact Mitchell Austin, Staff Attorney,  at (202) 551-3574 or me at
(202)  551-3453 with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc: Harvey Kesner, Esq.
 Sichenzia Ross Ference Kesner LLP

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Dataram Corporation

777 Alexander Road, Suite 100

Princeton, NJ 08540

                    March 3, 2017

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Dataram Corporation

Registration Statement on Form S-4

File No. 333-215385

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Dataram Corporation (the “Company”) respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Time, on March 7, 2016, or as soon thereafter as possible.

The Company hereby acknowledges
the following:

 · that should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Dataram Corporation

By: /s/ David A. Moylan

Name: David A. Moylan

Title: Chief Executive Officer

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February 7, 2017

VIA EDGAR

Katherine Wray

Attorney-Advisor

Office of Information Technologies and Services

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

    Re:
    Dataram Corp.

    Registration Statement on Form S-4

    Filed December 30, 2016

    File No. 333-215385

Dear Ms. Wray:

On behalf of Dataram
Corporation, a Nevada corporation (the “Company”), this letter sets forth the Company’s responses
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”
or the “SEC”) set forth in your letter, dated January 26, 2017 (the “Comment Letter”),
regarding the above Registration Statement on Form S-4 (the “Initial Registration Statement”). The Company
has also amended the Registration Statement (as amended, the “Registration Statement”) in response to
the Staff’s comments and is filing the Registration Statement concurrently with this letter.

For the convenience
of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior
to the response to such comment. Capitalized terms used and not defined shall have the meanings given in the Registration Statement.
Page and caption references in the text of this letter correspond to pages and captions in the Registration Statement.

Dataram Reasons for the Merger, page
40

 1. You indicate in the first bullet point on page 40 that the Dataram Board of Directors believes
that its acquisition of U.S Gold and entrance into the gold exploration market “represents a market opportunity that would
diversify the Company’s business model thereby mitigating risk associated with focusing on one industry….” Since
the gold exploration business appears unrelated to your existing memory business and the merger agreement provides for a special
dividend should you divest your legacy memory business, please explain how the board believed the acquisition would represent a
diversification of your business compared to acquiring a new line of business and potentially selling your existing memory business.

Response:

The Company has revised the disclosure
in the Registration Statement in accordance with Comment #1.

Katherine Wray

United States Securities and Exchange Commission

February 7, 2017

Page 2

 2. Similarly, on page 41, you indicate that a factor considered by the Special
Committee in the course of its deliberations was the “strategic direction of the combined entity following the completion
of the Merger….” Please revise where applicable, including the background of the merger section, to clarify what discussions
the Special Committee and the Board had concerning whether and how the existing memory business would be integrated with the new
gold exploration business of U.S. Gold. It is unclear, for example, whether there are existing plans or serious discussions of
divesting the memory business, and if part of the Board’s consideration was based on a future stand-alone gold exploration
business.

Response:

The Company has revised the disclosure
in the Registration Statement in accordance with Comment #2.

USG Reasons for the Merger,
page 42

 3. Please explain whether, in its consideration of the merger, the Board of
U.S. Gold evaluated the memory business of Dataram as a going concern, or whether the Board assumed that the memory business would
be divested. Also, please clarify whether U.S. Gold’s Board considered other alternatives to the merger with Dataram, such
as a reverse merger into a public shell company.

Response:

The Company has revised the disclosure
in the Registration Statement in accordance with Comment #3.

Fairness Opinion of Roth
Capital Partners, LLC

 4. Please revise to provide more detail of the underlying information used
by Roth Capital Partners, such as the identity and individualized data of the companies used as comparables in all three analyses
performed. Also, please disclose the management financial projections provided by U.S. Gold management.

Katherine Wray

United States Securities and Exchange Commission

February 7, 2017

Page 3

Response:

The Company has revised
the disclosure in the Registration Statement in accordance with Comment #4. The Company does not believe it would be appropriate
to include financial projections of U.S. Gold Corp. in the Registration Statement as these would be projections of the Company’s
financial position post- merger. The Company has removed references to financial projections of U.S. Gold Corp. accordingly.

 5. Please revise to disclose the fee payable to Roth Capital for providing the
fairness opinion, as required by Item 1015(b)(4) of Regulation M-A.

Response:

The Company has revised the disclosure
in the Registration Statement in accordance with Comment #5.

Dataram Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 80

 6. Please revise to provide a discussion of your plan of operation or business
plan for the combined business following the merger. As previously noted, it is not clear whether the memory business will be fully
integrated into the operations of gold exploration business or whether it will be divested. In this regard, we note the disclosure
on page 12 that U.S. Gold raised $12 million in a private placement with sale of its Series C Preferred Stock. Please clarify the
intended use of these proceeds on your combined business and whether any of it is expected to be allocated towards the development
of the legacy memory business.

Response:

The Company has revised the disclosure
in the Registration Statement in accordance with Comment #6.

Katherine Wray

United States Securities and Exchange Commission

February 7, 2017

Page 4

Management Following the Merger,
page 96

 7. Please identify the principal financial officer of the combined company
following the merger.

Response:

The Company has revised the disclosure
in the Registration Statement in accordance with Comment #7.

The Company hereby acknowledges
that:

 a. should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 b. the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 c. the company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned
at (212) 930-9700 with any other questions.

Sincerely,

/s/ Harvey J. Kesner

Harvey J. Kesner

Sichenzia Ross Ference
Kesner LLP

 cc: David A. Moylan, CEO

January 26 , 2017

Mail Stop 4561

David A. Moylan
Chief Executive Officer
Dataram Corp.
777 Alexander Road, Suite 100
Princeton, NJ 08540

Re: Dataram Corp.
Registration Statement on Form S -4
Filed December 30 , 2016
File No. 333-215385

Dear Mr. Moylan :

We have limited our review of your registration statement to those issues we have
addressed in our 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 lette r by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After review ing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Dataram Reasons for the Merger, page 40

1. You indicate in the first bullet point on page 40 that the Dataram Board of Directors
believes that its acquisition of U.S Gold and entrance into the gold exploration market
“represents a market opportunity that would diversify the Company’s business model
thereby mitigating risk associated with focusing on one industry….”  Since the gold
exploration business appears unrelated  to your existing memory business and the merger
agreement provides for a special dividend should you divest your legacy memory
business , please explain how the board believed the acquisition would represent a
diversification of your business compared to acquiring a new line of business and
potentially selling your existing memory business.

David A. Moylan
Dataram Corp.
January 26 , 2017
Page 2

 2. Similarly, on page 41, you indicate that a facto r considered by the  Special Committee in
the course of its deliberations was the “strategic direction of the combined entity
following the completion of the Merger….”  Please revise where applicable, including
the background of the merger section, to clari fy what discussions the Special Committee
and the Board had concerning whether and how the existing memory business would be
integrated with the new gold exploration business of U.S. Gold.  It is unclear, for
example, whether there are existing plans or se rious discussions of divesting the memory
business, and  if part of the Board’s considerat ion was  based on a future stand -alone gold
exploration business.

USG Reasons for the Merger, page 42

3. Please explain whether, in its consideration of the merger, the Board of U.S. Gold
evaluated the memory business of Dataram as a going concern, or whether the Board
assumed that the memory business would be divested.  Also, please clarify whether U.S.
Gold’s Board considered other alternatives to the merger with Datara m, such as a reverse
merger into a public shell company.

Fairness Opinion of Roth Capital Partners, LLC

4. Please revise to provide more detail of the underlying information used by Roth Capital
Partners, such as the identity and individualized data of the companies used as
comparable s in all three analyses performed.  Also, please disclose the management
financial projections provided by U.S. Gold management.

5. Please revise to disclose the fee payable to Roth Capital for providing the fairness
opinion, as  required by Item 1015(b)(4) of Regulation M -A.

Dataram Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 80

6. Please revise to provide a discussion of your plan of operation or business plan for the
combined busi ness following the merger.  As previously noted, it is not clear whether the
memory business will be fully integrated into the operations of gold exploration business
or whether  it will be divested.  In this regard, we note the disclosure on page 12 that U.S.
Gold raised $12 million in a private placement with sale of its Series C Preferred Stock.
Please clarify the intended use of these proceeds on your combined business and whether
any of it is expected to be allocated towards the development of the legacy me mory
business.

Management Following the Merger, page 96

7. Please identify the principal financial officer of the combined company following the
merger.

David A. Moylan
Dataram Corp.
January 26 , 2017
Page 3

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for accel eration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Edwin Kim, Attorney -Advisor, at (202) 551 -3297 or me at (202) 551 -
3483 with any questions.

Sincerely,

 /s/ Katherine Wray

Katherine Wray
Attorney Advisor
Office of Information Technologies
and Services

cc:  Harvey Kesner, Esq.
 Sichenzia Ross Ference Kesner LLP

Mail Stop 4561
October 19, 2015

David A. Moylan
Chairman and Chief Executive Officer
Dataram Corporation
777 Alexander Road
Princeton, NJ 08543

Re: Dataram Corporation
Preliminary Proxy Statement on Schedule 14A
Filed September 25, 2015
File No. 001 -08266

Dear Mr. Moylan:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge 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 rules require.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apen teng
Special Counsel
Office of Information Technologies
and Services

cc:  Tara Guarneri -Ferrara, Esq.
Sichenzia Ross Friedman Ference LLP

Mail Stop 4561
October 2, 2015

David A. Moylan
Chairman and Chief Executive Officer
Dataram Corporation
777 Alexander Road
Princeton, NJ 08543

Re: Dataram Corporation
Preliminary Proxy Statement on Schedule 14A
Filed September 25, 2015
File No. 001-08266

Dear Mr. Moylan :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please te ll us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Proposal 4 – Approval of Amendments to the Company’s 2014 Equity Incentive Plan, page 45

1. Please revise to disclose the material differences between the existing and amended equity
incentive plans with respect to eligible participants.  Ensure that your revised disclosure
specifically addresses any other material differences between the two plans.  See Instruction
2 to Item 10 of Sc hedule 14A.

Proposal 6 – Approval of Reincorporation of Company to the State of Nevada, page 50

2. Please revise  your disclosure  to clarify whether there are any material provisions in the new
articles or bylaws that do not simply reflect the default result of Nevada statutes  and
highlight each as a material change in the Summary on page 50 .  For example , disclose all
instances where you have elected to include new provisions to the Nevada articles or bylaws
that offer management greater flexibility or impose greater burdens on shareholders than the
result the Nevada statute would impose absent the provision .  In addition  to these
discretionary changes , if any, highlight those spe cific aspects of Nevada corporate law that
negatively impact shareholders.

David A. Moylan
Dataram Corporation
October 2, 2015
Page 2

 3. Please present as a separate pr oposal any provision o f your Nevada  governing documents
that differs from your current governing  documents , if the new provision does not
automatically apply to you as a result of the change to Nevada  law.  Refer to Rule 14a -
4(a)(3) of Regulation 14A.

Proposal 8 - Approval of Issuance of Securities in One or More Non -Public Offerings Where the
Maximum Discount at Which Securities Will Be Offered Will Be Equivalent to a Discount of 30%
Below the Market Price of Our Common Stock in Accordance with Nasdaq Marketplace R ule
5635(D) , page 76

4. We note that if Proposal 8 is approved, the total number of shares that could potentially be
issued exceeds 70% of your currently authorized shares.  In addition , the maximum offering
size is approximately three times greater than your current market capitalization, and you
have not indicated the expiration date on the authority to issue the shares.  Moreover , the
terms of any future offerings are vaguely defined and subject to change.  As such, it appears
that you are seeking “blank check” authority to issue these shares.  Please provide your
analysis as to how this is consistent with the statutory requirements of New Jersey law and
complies with your organizational documents.

We urge all persons who are responsible for the accurac y 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 re lating 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 c omments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

David A. Moylan
Dataram Corporation
October 2, 2015
Page 3

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

Sincerely,

/s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
Office of Information Technologies and
Services

cc: Tara Guarneri -Ferrara, Esq.
Sichenzia Ross Friedman Ference LLP

October 14 , 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  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 a nd all applicable rules require .

Sincerely,

 /s/ Maryse Mills -Apenteng

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

CORRESP
1
filename1.htm

Richard G. Satin

Direct Dial 212-973-8060

Direct Fax 212-972-8798

E-mail: rsatin@schnader.com

October 7, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Maryse Mills-Apenteng, Special Counsel

    Re:
    Dataram Corporation (the “Company”)

    Preliminary Proxy Statement on Schedule 14-A

    Filed on September 18, 2014

    File No. 001-08266

Ladies and Gentlemen:

On behalf of the Company, we are responding to
the comments of the staff in their letter dated September 26, 2014 addressed to John H. Freeman, the Company’s Chief Executive
Officer, with respect to the Company’s filing of its Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”).

The Company has replied below on a comment-by-comment
basis, with each response following a repetition of the staff’s comment to which it applies (the “Comments”).
The responses to the Comments are numbered to relate to the corresponding comments in your letter. Where applicable, the revised
pages or sections with the Proxy Statement have been referenced.

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 identify clearly each separate matter intended to be acted upon and provide
an opportunity to vote on each separate matter presented. Please revise your proxy statement to represent each matter as separate
proposals.

United States Securities and Exchange Commission

Division of Corporate Finance

Page 2

October 7, 2014

Company Response:

Please be advised supplementally that in accordance
with Exchange Act Rules 14a-4(a)(3) and 14a-4(b)(a), Proposal 2 of the Proxy Statement has been revised to provide four (4) 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.

 2. In revising your proxy statement to unbundle the separate proposals, please note
that to the extent approval 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, include 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).

Company Response:

  Please be advised supplementally, that the Proxy Statement has been revised to disclose how each of the unbundled proposals
are contingent upon the other proposals being approved by the shareholders, and the consequences to the Company in the event that
we do not obtain shareholder approval. In addition, we have revised the form of proxy allowing shareholders to vote separately
on each proposal.

Series A Preferred Stock, 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 this discrepancy.

United States Securities and Exchange Commission

Division of Corporate Finance

Page 3

October 7, 2014

Company Response:

  Please be advised supplementally, that Proposal 4 seeks approval of 5,000,000 shares of a blanket preferred stock, of which
1,300,000 shares will be designated as Series A Preferred Stock. The certificate of rights designation and privileges of the Series
A Preferred Stock is attached to the Proxy Statement as an exhibit.

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 descriptions
by referring to the exhibits filed with the SEC, including specific Forms 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 warrants
and the securities purchase agreement.

Company Response:

  Please be advised supplementally, that the Proxy Statement has been revised to disclose a materially complete description of
both the warrants 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 issue 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.

United States Securities and Exchange Commission

Division of Corporate Finance

Page 4

October 7, 2014

Company Response:

  Please be advised supplementally that the disclosure has been clarified to reflect that we 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. In addition,
the disclosure has been revised to state that the Company has no 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.

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

 6. Please disclose whether there are any current 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 current plans to make specific awards under the Plan or the benefits or amounts are not determinable,
please revise your disclosure to provide a statement to that effect.

Company Response:

  Please be advised supplementally that the disclosure has been revised to reflect that the Company has no current plans to make
specific awards under the 2014 Equity Incentive Plan. It is also noted that the Proxy Statement does not include a “New Plan
Benefits” table, as such benefits or amounts are not determinable at this time.

On behalf of the Company, we acknowledge 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 comment do not foreclose the Commission from taking any action
with respect to the filing; and

United States Securities and Exchange Commission

Division of Corporate Finance

Page 5

October 7, 2014

 · the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Very truly yours,

/s/ Richard G.
Satin

Richard G. Satin

SCHNADER HARRISON
SEGAL & LEWIS LLP

RGS:jc

cc: John H. Freeman

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                         Dataram Corporation
                           PO Box 7528
                     Princeton, New Jersey 08543

                                                  April 26, 2011

Securities and Exchange Commission
100 F Street, N.W.
Washington, D.C. 20549

Re:     Dataram Corporation (the "Company")
Registration Statement on Form S-3 (File No. 333-173212)

Ladies and Gentlemen:

In connection with the above-captioned registration statement, and pursuant to
Rule 461 under the Securities Act of 1933, as amended (the "Act"), the Company
hereby requests that the effective date of the above-mentioned registration
statement be accelerated to 4:30 p.m. (New York time) on Thursday, April 28,
2011, or as soon thereafter as practicable.
The Company hereby acknowledges that:
     -     should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;
     -     the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
     -     the Company may not assert the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

                                    Very truly yours,

                                    Dataram Corporation
                                    By: /s/ Mark E. Maddocks
                                    Name:  Mark E. Maddocks
                                    Title: Vice President, Finance
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Dataram Corporation
PO Box 7528
Princeton, NJ 08543

April 22, 2011

Mark P. Shuman
Branch Chief - Legal
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Reference:  SEC Comment Letter dated April 20, 2011

     Re:  Dataram Corporation
            Registration Statement on
            Form S-3 Filed March 31, 2011
           File No. 333-173212

Dear Mr. Shuman:

Following is our response to the comments as listed in the above
referenced letter.  Please advise if additional information is
required.

In that letter, you made two comments.

COMMENT 1

General

1.     You propose a primary offering of securities yet do not appear
       to satisfy the requirements of transaction requirement I.B.1 or
       I.B.6 of Form S-3. Please explain in detail the transaction
       requirement of Form S-3 you believe you satisfy.

RESPONSE

The registrant believes it satisfies the requirements of Instruction
I.B.6 of the eligibility requirements of Form S-3.  I.B.6 allows the
Form to be used for the registration of

"[s]ecurities to be offered for cash by or on behalf of a registrant;
provided that:
     (a)  the aggregate market value of securities sold by or on behalf
of the registrant pursuant to this Instruction I.B.6. during the period
of 12 calendar months immediately prior to, and including, the sale is
no more than one-third of the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant;
     (b)  the registrant is not a shell company (as defined in Section
230.405 of this chapter) and has not been a shell company for at least
12 calendar months previously and if it has been a shell company at any
time previously, has filed current Form 10 information with the
Commission at least 12 calendar months previously reflecting its
status as an entity that is not a shell company; and
     (c)  the registrant has at least one class of common equity
securities listed and registered on a national securities exchange."

The registrant filed the S-3 as a "shelf" registration, with such
registration statement to be effective for a period of up to three
years.  The registrant listed a maximum aggregate value of securities
to be offered as being $20,000,000 to provide maximum flexibility and
to avoid the additional preparation costs and filing fees had a lower
aggregate amount been initially listed and later raised.  Instruction
I.B.6. does not prevent an issuer from filing a registration statement
on Form S-3 for aggregate proceeds of more than one-third of the
aggregate market value of the voting and non-voting common equity held
by non-affiliates of the issuer, it just states that a registrant
cannot sell more than one-third of the value of its public float in
any 12 calendar month period.  Since the issuer does not know what the
value of its public float will be during the three year life of the
registration statement, most issuers will file a registration
statement on Form S-3 for an amount much higher than one-third of the
current value of its public float in order to provide flexibility in
the event that its public float increases in value during the three
year life of the registration statement.

The registrant understands the eligibility requirements for Form S-3
and undertakes that, so long it is subject to Instruction I.B.6. of
Form S-3, under no circumstances shall it offer securities under the
registration statement in any 12 calendar month period having an
aggregate market value greater than one-third of the aggregate market
value of the voting and non-voting common equity held by non-
affiliates of the registrant.  In addition, the registrant is not a
"shell company," and it does have its common stock listed and
registered on a national securities exchange (NASDAQ).

COMMENT 2.

Item 16. Exhibits and Financial

Statement Schedules (a) Exhibits

2.     Counsels' legal opinion must opine on the laws of the state
       governing the indenture. Section 1.13 of the indenture appears to
       indicate the laws of the State of New York will govern the
       indenture, but your opinion of counsel is limited to the laws of
       the State of New Jersey. Please ensure any revised legal opinion
       opines on the laws of the state governing the indenture.

RESPONSE

A revised opinion, opining as to New York as well as New Jersey law,
has been filed as a revised exhibit to the amendment to the
registration statement.

ACKNOWLEDGEMENTS

The amendment to the registration statement filed by the registrant
includes a delaying amendment, as did the original filing.  And the
registrant is not requesting acceleration of the effectiveness of the
registration statement at this time.  Nevertheless, the registrant
acknowledges that:

     should the Commission or the staff, acting pursuant to delegated
     authority, declare the filing effective, it does not foreclose the
     Commission from taking any action with respect to the filing;

     the action of the Commission or the staff, acting pursuant to
     delegated authority, in declaring the filing effective, does not
     relieve the company from its full responsibility for the adequacy
     and accuracy of the disclosure in the filing; and

     the company may not assert staff comments and the declaration of
     effectiveness as a defense in any proceeding initiated by the
     Commission or any person under the federal securities laws of the
     United States.

Sincerely,
Dataram Corporation

/s/ Mark Maddocks
_____________________________
Mark Maddocks
Vice-President, Finance
and Chief Financial Officer

cc:  Michael Johnson, Division of Corporate Finance
     United States Securities and Exchange Commission

</TEXT>
</DOCUMENT>

April 20, 2011
 Via E-mail

Mark Maddocks V.P. Finance Dataram Corporation 186 Princeton-Hightstown Road West Windsor, NJ 08550
Re: Dataram Corporation
  Registration Statement on Form S-3
Filed March 31, 2011
  File No. 333-173212

Dear Mr. Maddocks:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. You propose a primary offering of securities ye t do not appear to satisfy the requirements
of transaction requirement I. B.1 or I.B.6 of Form S-3.  Please explain in detail the
transaction requirement of Form S-3 you believe you satisfy.
 Item 16. Exhibits and Financial Statement Schedules

 (a) Exhibits

 2. Counsels’ legal opinion must opi ne on the laws of the stat e governing the indenture.
Section 1.13 of the indenture appears to indi cate the laws of the St ate of New York will
govern the indenture, but your opinion of counsel  is limited to the laws of the State of
New Jersey.  Please ensure any revised le gal opinion opines on the laws of the state
governing the indenture.

Mark Maddocks Dataram Corporation
 April 20, 2011  Page 2

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rule 461 regarding requests fo r acceleration.  We will consider a written
request for acceleration of the e ffective date of the registration statement as confirmation of the
fact that those requesting acceler ation are aware of their respec tive responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 If you have questions or comme nts please contact Michael F.  Johnson, Staff Attorney, at
(202) 551-3477.  If you require further assistan ce, you may contact me at (202) 551-3462.

Sincerely,
         / s /  M a r k  P .  S h u m a n           M a r k  P .  S h u m a n          B r a n c h  C h i e f  -  L e g a l

Mail Stop 4561         March 12, 2010  Mr. John H. Freeman President Dataram Corporation P.O. Box 7528 Princeton, NJ 08543-7528
Re: Dataram Corporation
 Form 10-K for the Fiscal Year Ended April 30, 2009
Form 8-K Filed on April 6, 2009, as Amended on May 26, 2009
 File No. 001-08266

Dear Mr. Freeman:

We have completed our review of the above referenced filings and have no
further comments at this time on the specific issues raised.

Sincerely,
         Stephen G. Krikorian       Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Dataram Corporation
PO Box 7528
Princeton, NJ 08543

March 4, 2010

Mr. Stephen G. Krikorian
Accounting Branch Chief
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Reference:  SEC Comment Letter dated February 12, 2010

Re: Dataram Corporation
      Form 10-K for the Fiscal Year Ended April 30, 2009
      Form 8-K Filed on April 6, 2009, as Amended on May 26, 2009
      File No. 001-08266
Dear Mr. Krikorian:

Following is our response to the comments as listed in the above
referenced letter.  Please advise if additional information is
required.

In that letter, you made two comments.

COMMENT 1.

Form 10-K For the Fiscal Year Ended April 30, 2009
Notes to Consolidated Financial Statements
(2) Acquisition, Page 14

     1.  Explain why you have not included pro forma disclosures as
         outlined in paragraphs 54 and 55 of SFAS 141.

RESPONSE

Paragraph 54 of SFAS 141 requires that for a public business
enterprise, the notes to the financial statements shall include
supplemental information on a pro forma basis for the period in which a
material business combination occurs (or for the period in which a
series of individually immaterial business combinations occur that are
material in the aggregate). Paragraph 54 and Paragraph 55 of SFAS 141
define the required disclosures of supplemental information to be
included in the notes to the financial statements.

The Company concluded that the acquisition of certain assets of Micro
Memory Bank, Inc. ("MMB") was an immaterial business combination. In
evaluating the materiality of this business combination, we considered,
among other factors, the computations pursuant to Rule 8-04(b) and (c)
of Regulation S-X.  Further, the Company made no other acquisition,
material or immaterial, in its fiscal year ended April 30, 2009.
Consequently, we concluded the pro forma disclosure requirements of
Paragraphs 54 and 55 of SFAS 141 do not apply and such pro forma
information was not included in the Company's Notes to Consolidated
Financial Statements filed on Form 10-K for the fiscal year ended April
30, 2009. The computations pursuant to Rule 8-04(b) and (c) are
presented in response to Comment 2 below.

COMMENT 2.

Form 8-K Filed on April 6, 2009, as Amended on May 26, 2009

     2.  Tell us what consideration was given to whether the
         acquisition of MMB created a reporting obligation pursuant to
         Rules 8-04 and 8-05 of Regulation S-X. In this regard, please
         provide us with analysis in support of your determination that
         no financial statements or pro forma financial information was
         required following your acquisition of MMB. Your response
         should include your computations pursuant to Rule 8-04(b) and
         (c).

RESPONSE

Management considered the following provision of Rule 8-04 of
Regulation S-X and determined that no reporting obligation of MMB's
financial statements or pro forma financial information was required to
be filed on Form 8-K with regard to the Company's acquisition of
certain assets of MMB.

Rule 8-04(b) The periods for which financial statements are to be
presented are determined by comparison of the most recent annual
financial statements of the business acquired or to be acquired and the
smaller reporting company's most recent annual financial statements
filed at or before the date of acquisition to evaluate each of the
following conditions:

Rule 8-04(b (1) Compare the smaller reporting company's investments in
and advances to the acquiree to the total consolidated assets of the
smaller reporting company as of the end of the most recently completed
fiscal year.

A. Purchase price of MMB assets = $2,253,000. B. Dataram Corporation
Total Consolidated Assets @ 04/30/2008: $26,110,000. A/B = 8.6%

Rule 8-04(b) (2) Compare the smaller reporting company's proportionate
share of the total assets (after intercompany eliminations) of the
acquiree to the total consolidated assets of the smaller reporting
company as of the end of the most recently completed fiscal year.

A. MMB total assets @ 12/31/2008: $1,689,000. B. Dataram Corporation
Total Consolidated Assets @ 04/30/2008: $26,110,000. A/B = 6.5%

Rule 8-04(b) (3) Compare the smaller reporting company's equity in the
income from continuing operations before income taxes, extraordinary
items and cumulative effect of a change in accounting principles of the
acquiree exclusive of amounts attributable to any noncontrolling
interests to such consolidated income of the smaller reporting company
for the most recently completed fiscal year.

A. MMB's income as defined above for the year ended 12/31/2008:
$367,000. B. Dataram Corporation's five year average income as defined
above: $2,978,800. A/B = 12.3%

Computational note to Section 210.8-04(b): For purposes of making the
prescribed income test the following guidance should be applied: If
income of the smaller reporting company and its subsidiaries
consolidated exclusive of amounts attributable to any noncontrolling
interests for the most recent fiscal year is at least 10 percent lower
than the average of the income for the last five fiscal years, such
average income should be substituted for purposes of the computation.
Any loss years should be omitted for purposes of computing average
income.

Dataram income as defined in (3) above

FYE 4/30/2008: $2,641,000

FYE 4/30/2007: $1,220,000

FYE 4/30/2006: $4,438,000

FYE 4/30/2005: $4,117,000

FYE 4/30/2004: $2,523,000

Five Year Average: $2,978,800

Conclusion: Use Five Year Average income as denominator in (3) above.

Rule 8-04(c)(1) If none of the conditions specified in paragraph (b) of
this section exceeds 20%, financial statements are not required. If any
of the conditions exceed 20%, but none exceeds 40%, financial
statements shall be furnished for the most recent fiscal year and any
interim periods specified in Section 210.8-03. If any of the conditions
exceed 40%, financial statements shall be furnished for the two most
recent fiscal years and any interim periods specified in
Section 210.8-03.

Conclusion: Since none of the conditions specified in paragraph (b)
exceed 20%, financial statements are not required.

Rule 8-04(c) (2) The separate audited balance sheet of the acquired
business is not required when the smaller reporting company's most
recent audited balance sheet filed is for a date after the acquisition
was consummated.

Applies since date of acquisition was March 31, 2009 and Dataram
Corporation reports on an April 30 fiscal year end basis.

The Company acknowledges that concerning its filings on Form 10-K for
the fiscal period ended April 30, 2009 and its filing of Form 8-K Filed
on April 6, 2009 as Amended on May 26, 2009; the Company is responsible
for the adequacy and accuracy of the disclosure in the filings; staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filings; and the Company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Sincerely,
Dataram Corporation

/s/ Mark Maddocks
__________________________
Mark Maddocks
Vice-President, Finance
and Chief Financial Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

February 22, 2010

Ms. Tamara Tangen
United States Security and Exchange Commission 100 F Street, N.E.
Washington, D.C. 20549
Dear Ms. Tangen:

I am in receipt of your letter dated February 12, 2010. Unfortunately,
the letter was faxed to our sales department and was not forwarded to
either John Freeman or myself until February 19, 2010. I am requesting
an extra 5 business days to provide the SEC with a response. We will
respond on or before March 5, 2010.

Regards,

/s/ Mark Maddocks
______________________________
Mark Maddocks
Chief Financial Officer
Dataram Corporation

Phone: 609-799-0071 ext. 2430
Fax: 609-936-1689
Email: mmaddocks@dataram.com
</TEXT>
</DOCUMENT>

Mail Stop 4561         February 12, 2010  Mr. John H. Freeman President Dataram Corporation P.O. Box 7528 Princeton, NJ 08543-7528
Re: Dataram Corporation
 Form 10-K For the Fiscal Year Ended April 30, 2009
Form 8-K Filed on April 6, 2009, as Amended on May 26, 2009
 File No. 001-08266

Dear Mr. Freeman:

We have reviewed the above-referenced filing and have the following comments.
Please note that we have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document.  If indicated, we think you should revise your document in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K For the Fiscal Year Ended April 30, 2009

Notes to Consolidated Financial Statements

(2) Acquisition, page 14
1. Explain why you have not included pro forma disclosures as outlined in
paragraphs 54 and 55 of SFAS 141.

Mr. John H. Freeman
Dataram Corporation
February 12, 2010 Page 2  Form 8-K Filed on April 6, 2009, as Amended on May 26, 2009

2. Tell us what consideration was given to  whether the acquisition of MMB created
a reporting obligation pursuant to Rules 8- 04 and 8-05 of Regulation S-X.  In this
regard, please provide us with analysis in support of your de termination that no
financial statements or pro forma fina ncial information was required following
your acquisition of MMB.  Your response should include your computations pursuant to Rule 8-04(b) and (c).

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
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 proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. John H. Freeman
Dataram Corporation February 12, 2010 Page 3
You may contact Tamara Tangen, Staff A ccountant, at (202) 551-3443 or me at
(202) 551-3730 if you have any questions  regarding the above comments.
        S i n c e r e l y ,           Stephen G. Krikorian
Accounting Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                       Dataram Corporation
                           PO Box 7528
                       Princeton, NJ 08543

                        November 10, 2005

Mr. Stephen Kirkorian
Accounting Branch Chief
Securities and Exchange Commission
Division Of Corporation Finance
450 Fifth Street, N.W.
Washington D.C.  20549-0406

     Reference:  Your letter dated November 7, 2005

Dear Mr. Kirkorian:

We have received your letter dated November 7, 2005 and thank
the staff for the review of our most recent 10-K and 10-Q and
comments thereon.

The following is the response to the inquiries as listed in the
referenced letter.  Please advise if additional information is
required.

COMMENT

"Form 10-K for the year ended April 30, 2005

Item 9A. Controls and Procedures

1.  Your conclusion does not indicate whether disclosure
controls and procedures were effective as called for under Rule
13a-1 5(e) of the Exchange Act. The rule requires, among other
matters, that the disclosure controls and procedures be designed
"to ensure that information required to be disclosed by the
issuer in the reports that it files or submits under the Act ...
is recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms" and to
ensure that "information required to be disclosed by an issuer
... is accumulated and communicated to the issuer's management
... as appropriate to allow timely decisions regarding required
disclosure." Please confirm, if true, that your disclosure
controls and procedures for the relevant period met all of the
requirements of this section and that you will conform your
disclosures in future filings."

RESPONSE

We confirm that Dataram Corporation's disclosure controls and
procedures for the relevant period met all of the requirements
under Rule 13a-1 5(e) of the Exchange Act. We further confirm
that the Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e) as of the end
of the period covered by our report on Form 10-K. Based on that
evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that these disclosure controls and procedures
are effective. There were no changes in our internal controls
over financial reporting during the quarter ended April 30, 2005
that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial
reporting.

We will conform our disclosures in future filings to the
requirements of Rule 13a-1 5(e) of the Exchange Act

COMMENT

"2.  We note your statement that there have been no "significant
changes" in "these controls" subsequent to your evaluation. It
does not appear that your disclosure is consistent with the
requirements of Item 308(c) of Regulation S-K. Please tell us
whether there was "any change" during your last fiscal quarter
that "materially affected or was reasonably likely to materially
affect," your internal controls over financial reporting.
Confirm that you will revise future filings accordingly".

RESPONSE

We confirm that there were no changes in our internal controls
over financial reporting during the quarter ended April 30, 2005
that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial
reporting.

We will conform our disclosures in future filings to the
requirements of Item 308(c) of Regulation S-K.

COMMENT

"Form 10-Q for the Fiscal quarter Ended July 31, 2005

Item 4. Controls and Procedures

3.  We note your statement that your chief executive officer and
your chief financial officer "have concluded the controls and
procedures currently in place are adequate to insure a fair
presentation, in all material respects, of financial position,
results of operations and statements of cash flow of the
Company." It does not appear that your certifying officers have
reached a conclusion that your disclosure controls and
procedures are effective as called for under Rule 13a- 15(e) of
the Exchange Act. Please confirm, if true, that your disclosure
controls and procedures for the relevant period met all of the
requirements of this section and that you will conform your
disclosures in future filings."

RESPONSE

We confirm that Dataram Corporation's disclosure controls and
procedures for the relevant period met all of the requirements
under Rule 13a-1 5(e) of the Exchange Act. We further confirm
that the Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e) as of the end
of the period covered by our report on Form 10-Q. Based on that
evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that these disclosure controls and procedures
are effective. There were no changes in our internal controls
over financial reporting during the quarter ended July 31, 2005
that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial
reporting.

We will conform our disclosures in future filings to the
requirements of Rule 13a-1 5(e) of the Exchange Act

COMMENT

"4.  We note your statement that there have been no "material
changes" to "such controls". It does not appear that your
disclosure is consistent with the requirements of Item 308(c) of
Regulation. S-K. Please tell us whether there was "any change"
during your last fiscal quarter that "materially affected or was
reasonably likely to materially affect," your internal controls
over financial reporting. Confirm that you will revise future
filings accordingly."

RESPONSE

We confirm that there were no changes in our internal controls
over financial reporting during the quarter ended July 31, 2005
that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial
reporting.

We will conform our disclosures in future filings to the
requirements of Item 308(c) of Regulation S-K.

We acknowledge that:

o   Dataram Corporation is responsible for the adequacy and
accuracy of the disclosure in the filing;

o   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

o   Dataram Corporation may not assert staff comments as a
defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

                           Sincerely,

ROBERT V. TARANTINO                      MARK MADDOCKS

Robert V. Tarantino                      Mark Maddocks
Chief Executive Officer                  Chief Financial Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561
      November 7, 2005

Robert V. Tarantino
Chief Executive Officer
Dataram Corporation
Route 571
P.O. Box 7528
Princeton, New Jersey 08543-7528
609-799-0071

Re:   	Dataram Corporation
	Item 4.01 Form 8-K
      Filed October 13, 2005
      Form 10-K
      Filed July 28, 2005
      Form 10-Q
      Filed September 8, 2005
      File No. 001-08266

Dear Mr. Tarantino:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for Fiscal Year Ended April 30, 2005

Item 9A.  Controls and Procedures
1. Your conclusion does not indicate whether disclosure controls
and
procedures were effective as called for under Rule13a-15(e) of the
Exchange Act.  The rule requires, among other matters, that the
disclosure controls and procedures be designed "to ensure that
information required to be disclosed by the issuer in the reports
that it files or submits under the Act . . . is recorded,
processed,
summarized and reported, within the time periods specified in the
Commission`s rules and forms" and to ensure that "information
required to be disclosed by an issuer . . . is accumulated and
communicated to the issuer`s management . . . as appropriate to
allow
timely decisions regarding required disclosure."  Please confirm,
if
true, that your disclosure controls and procedures for the
relevant
period met all of the requirements of this section and that you
will
conform your disclosures in future filings.
2. We note your statement that there have been no "significant
changes" in `these controls" subsequent to your evaluation.  It
does
not appear that your disclosure is consistent with the
requirements
of Item 308(c) of Regulation S-K.  Please tell us whether there
was
"any change" during your last fiscal quarter that "materially
affected or was reasonably likely to materially affect," your
internal controls over financial reporting.  Confirm that you will
revise future filings accordingly.

Form 10-Q for Fiscal Quarter Ended July 31, 2005

Item 4.  Controls and Procedures
3. We note your statement that your chief executive officer and
your
chief financial officer "have concluded the controls and
procedures
currently in place are adequate to insure a fair presentation, in
all
material respects, of financial position, results or operations
and
statements of cash flow of the Company."  It does not appear that
your certifying officers have reached a conclusion that your
disclosure controls and procedures are effective as called for
under
Rule13a-15(e) of the Exchange Act.  Please confirm, if true, that
your disclosure controls and procedures for the relevant period
met
all of the requirements of this section and that you will conform
your disclosures in future filings.
4. We note your statement that there have been no "material
changes"
to "such controls".  It does not appear that your disclosure is
consistent with the requirements of Item 308(c) of Regulation S-K.
Please tell us whether there was "any change" during your last
fiscal
quarter that "materially affected or was reasonably likely to
materially affect," your internal controls over financial
reporting.
Confirm that you will revise future filings accordingly.

      *******

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  Please submit all correspondence and
supplemental materials on EDGAR as required by Rule 101 of
Regulation
S-T.  You may wish to provide us with marked copies of any
amendment
to expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 connection with responding to our comments, please
provide,
in writing, a 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
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call Morgan Youngwood at
(202)
551-3479, Tammy Tangen at (202) 551-3443 or Stephen Krikorian at
(202) 551-3730.

							Sincerely,

							Stephen Kirkorian
							Accounting Branch Chief
??

??

??

??

Robert V. Tarantino
Dataram Corporation
November 7, 2005
Page 1

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