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^*

LOUGEE ANTHONY

(Last)

(First)

(Middle)

5 FERN CT

(Street)

TINTON FALLS

07724

(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)
	Controller

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2004

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, $1.00 Par Value	06/14/2004		M		625	A	$2.99	625	D
Common Stock, $1.00 Par Value	06/14/2004		M		2,000	A	$6	2,625	D
Common Stock, $1.00 Par Value	06/14/2004		S		625	D	$9.51	2,000	D
Common Stock, $1.00 Par Value	06/14/2004		S		2,000	D	$9.6	0	D

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 (9/18/02)	$2.99	06/14/2004		M			625	09/18/2003	09/18/2012	Common Stock, $1.00 Par Value	625	⁽¹⁾	10,000⁽²⁾⁽³⁾	D
Options (6/9/99)	$6	06/14/2004		M			2,000	06/09/2004	06/09/2009	Common Stock, $1.00 Par Value	2,000	⁽¹⁾	1,875⁽²⁾⁽³⁾	D

Explanation of Responses:

1. Options were granted to the reporting person in consideration of his service as an Executive Officer of the Company. Options were granted at an exercise price equal to the fair market value of the Common Stock on the date of grant.

2. Mr. Lougee holds options to purchase 10,000 shares of Common Stock exercisable at $6.00 a share which are presently exercisable. These options expire on 6/9/2009. In addition, Mr. Lougee holds options to purchase 2,500 shares at $7.98 a share of which 1,250 shares are presently exercisable, 625 shares become exercisable on 11/26/2004 and 625 shares become exercisable on 6/26/2005. These options expire on 11/26/2011.

3. Also, Mr. Lougee holds options to purchase 1,875 shares exercisable at $2.99 a share of which 625 shares will become exercisable on 9/18/2004, 625 shares will become exercisable on 9/18/2005 and 625 shares will become exercisable on 9/18/2006. These options expire on 9/18/2012. Finally, Mr. Lougee holds options to purchase 2,500 shares exercisble at $4.09 a share of which 625 shares become exercisable on 9/17/2004, 625 shares become exercisable on 9/18/2005, 625 shares become exercisable on 9/17/2006 and 625 shares become exercisable on 9/17/2007. These options expire on 9/17/2013.

	ANTHONY LOUGEE	06/15/2004
	** 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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