8-K

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                   __________________________________________

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         Date of Report:  April 28, 2003


                             DATARAM CORPORATION
__________________________________________________________________________

            (Exact name of registrant as specified in charter)

        New Jersey                1-8266                     22-1831409
__________________________________________________________________________
 (State or other juris-      (Commission File No.)        (IRS Employer
diction of incorporation)                               Identification No.)


     Route 571, P.O. Box 7528, Princeton, NJ                08543-7528
__________________________________________________________________________
     (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (609) 799-0071

__________________________________________________________________________
 (Former name or former address, if changed since last report)




Item 5. Other Events and Regulation FD Disclosure.

     On April 28, 2003 Dataram Corporation announced a restructuring of its
operations.  As part of the restructuring, the Company's subsidiary,
Dataram ApS intends to close its production facility in Aarhus, Denmark.
The Company intends to consolidate all manufacturing into its facility
located in Bucks County, Pennsylvania.  This restructuring is more
particularly described in a press release dated as of this date and
attached hereto as an exhibit, and this description is incorporated by
reference into this report.

     The information provided in this report may include forward-looking
statements relating to future events, such as the development of new
products, the commencement of production, or the future financial
performance of the Company. Actual results may differ from such projections
and are subject to certain risks including, without limitation, risks
arising from: changes in the price of memory chips, changes in the demand
for memory systems, increased competition in the memory systems industry,
delays in developing and commercializing new products and other factors
described in the Company's most recent Annual Report on Form 10-K, filed
with the Securities and Exchange Commission, which can be reviewed at
http://www.sec.gov and at http://www.dataram.com.

Item 7.  Financial Statements and Exhibits.

     Exhibit 99.  Press release dated April 28, 2003 announcing restructuring.


                                        SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.

                                         DATARAM CORPORATION


                                   By:  MARK MADDOCKS
Date:  April 28, 2003                   _________________________________
      ____________________              Mark Maddocks, Vice President,
                                        Finance and Chief Financial Officer

EX-99

DATARAM

PRESS RELEASE

Dataram Contact:                  Investor Contact:
Mark Maddocks,                    Joe Zappulla
Chief Financial Officer           Wall Street Investor Relations Corp.
609-799-0071                      212-714-2445
info@dataram.com                  JZappulla@WallStreetIR.com




                   DATARAM RESTRUCTURES OPERATIONS

     o  Consolidates manufacturing operations
     o  Reduces operating costs by $7 million, annually


Princeton, NJ -- April 28, 2003 -- Dataram Corporation (NASDAQ: DRAM), a
leading provider of server and workstation memory, today announced a
restructuring of its operations. As part of the restructuring, the Company's
subsidiary, Dataram ApS intends to close its production facility in Aarhus,
Denmark and the Company will consolidate all manufacturing into its facility
located in Bucks County, Pennsylvania.  As a result, the Company will reduce
its workforce by approximately 28% and will incur a consolidated pretax
charge totaling approximately $5 million in its fiscal fourth quarter ending
April 30, 2003, which consists primarily of additional depreciation of
machinery and equipment, a provision for leasehold impairment, inventory
reserves and severance payments. Additionally, the Company will write-off its
purchased goodwill of approximately $11 million.

The Company will continue to support its customers in Europe through its
distribution facility in Denmark which will include product support and
design capabilities and will maintain its existing sales offices in Denmark,
France, Germany and the United Kingdom. The Company expects that this
initiative will reduce its operating costs, consisting primarily of
manufacturing and general and administrative expenses, by approximately $7
million annually.

Robert Tarantino, Dataram's chairman and CEO, commented, "Throughout fiscal
2002 and for the first three quarters of fiscal 2003 we have generated
positive cash flow from operations and paid off more than $15 million of
debt. However, in light of the general economic uncertainty and with no
indication of a dramatic upturn in corporate IT spending, we can no longer
justify maintaining two production facilities with the associated overheads.
Our production capacity in the U.S. is more than sufficient to meet current
levels of demand. The U.S. operation coupled with our European distribution
center can produce and deliver orders anywhere in the world, usually within
24 hours.  Our customers will continue to receive the same production
flexibility, timely delivery and efficient service that Dataram has perfected
over its 36-year history."

Mr. Tarantino concluded, "For fiscal 2004, we will focus on our core
competency of offering gigabyte class memory for high-end workstations and
servers, as well as providing specialized memory products for our OEM
customers. Our focus territories will be the United States, Europe and Japan.
Sales in Japan and Europe continue to be in line with our expectations and
U.S. sales are improving.  Excluding the restructuring charges, we generated
free cash flow in our fiscal fourth quarter.  Looking forward, we are
encouraged by current business trends and, coupled with the costs savings
projected with this initiative, we expect to operate profitably in fiscal
2004."

Dataram's fiscal year ends on April 30, 2003 and the Company expects to
release its financial results and conduct a conference call in early June. A
press release announcing the date of the call will be issued prior to the
earnings release date.


ABOUT DATARAM CORPORATION

Founded in 1967, Dataram Corporation is a leading provider of computer
memory. The Company offers a specialized line of gigabyte-class memory for
entry- to enterprise-level servers and workstations from Dell, HP/Compaq,
IBM, SGI, Sun and Intel platforms. Additionally, the Company manufactures
memory for original equipment manufacturers and channel assemblers. Further
information, including the Company's recent filings with the SEC and this
press release, is available on the Internet at www.dataram.com.

The information provided in this press release may include forward-looking
statements relating to future events, such as the development of new
products, the commencement of production, or the future financial performance
of the Company. Actual results may differ from such projections and are
subject to certain risks including, without limitation, risks arising from:
changes in the price of memory chips, changes in the demand for memory
systems, increased competition in the memory systems industry, delays in
developing and commercializing new products and other factors described in
the Company's most recent Annual Report on Form 10-K, filed with the
Securities and Exchange Commission, which can be reviewed at
http://www.sec.gov.


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