SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DUNCAN JEFFREY H

(Last)

(First)

(Middle)

2353 PENNINGTON ROAD

(Street)

PENNINGTON

08534

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DATARAM CORP [ DRAM-NASDQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Manufacturing

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/23/2007		M		100	A	$2.8125	100	D
Common Stock	08/23/2007		S⁽¹⁾		100	D	$3.82	0	D
Common Stock	08/24/2007		M		5,500	A	$2.8125	5,500	D
Common Stock	08/24/2007		S⁽¹⁾		2,000	D	$3.7	3,500	D
Common Stock	08/24/2007		S⁽¹⁾		1,500	D	$3.66	1,500	D
Common Stock	08/27/2007		S⁽¹⁾		2,000	D	$3.62	0	D
Common Stock								3,680	I	401(k) Plan.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (11/19/1997)	$2.8125	08/23/2007		X			100	11/19/2002	11/19/2007	Common Stock	100	⁽²⁾	149,900	D
Option (11/19/1997)	$2.8125	08/24/2007		X			5,500	11/19/2002	11/19/2007	Common Stock	5,500	⁽²⁾	144,400	D
Options (11/26/2001)	$7.98							11/26/2005	11/26/2011	Common Stock	8,200		8,200	D
Options (09/18/2002)	$2.99							09/18/2006	09/18/2012	Common Stock	8,200		8,200	D
Options (09/17/2003)	$4.09							⁽³⁾	09/17/2013	Common Stock	8,200		8,200	D
Options (09/15/2004)	$6.75							09/15/2005	09/15/2009	Common Stock	8,200		8,200	D
Options (09/14/2005)	$6.63							09/14/2006	09/14/2010	Common Stock	8,200		8,200	D
Options (09/13/2006)	$4.7							09/13/2007	09/13/2011	Common Stock	8,200		8,200	D

Explanation of Responses:

1. Rule 10b5-1 transaction.

2. Options had been granted to the reporting person in consideration of the reporting person's service as an officer of the company. Options had been granted at an exercise price equal to the closing market price of the common stock on the date of grant.

3. Options to purchase 6,150 shares are presently exercisable and options to purchase 2,050 shares become exercisable on 09/17/2007.

	JEFFREY H. DUNCAN	08/27/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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