8-K

                               UNITED STATES
                       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 (Date of earliest event reported):  June 14, 2005


                             DATARAM CORPORATION
__________________________________________________________________________
            (Exact name of registrant as specified in charter)

        New Jersey                1-8266                     22-1831409
__________________________________________________________________________
 (State or other juris-      (Commission                  (IRS Employer
diction of incorporation)    File Number)               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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



Section 5 - Corporate Governance and Management

Item 5.05.  Amendments to the Registrant's Code of Ethics, or Waiver of a
            Provision of the Code of Ethics.

     On June 14, 2005 Dataram Corporation adopted a new Code of Conduct and
Ethics covering Directors and Officers specified by Item 406 of
Registration S-K.  A second Code of Conduct and Ethics applying to all
other employees is publicly available on the Company's website,
www.dataram.com.

Section 9 - Financial Statements and Exhibits.

Item 9.01.  Exhibits.

14.1  Code of Conduct and Ethics for Directors and Certain Executives and
      Financial Officers.


                                 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:  June 20, 2005                  _____________________________________
                                      Mark Maddocks, Vice President-Finance
                                      and Chief Financial Officer

EX-14

                              DATARAM CORPORATION

                          CODE OF CONDUCT AND ETHICS
                          FOR DIRECTORS AND CERTAIN
                       EXECUTIVE AND FINANCIAL OFFICERS


     Dataram Corporation (the "Company") has adopted this Code of Conduct and
Ethics ("Code") not merely to comply with all applicable laws but to ensure
the conduct of its business in accordance with the highest standards of
integrity.  The Code applies to the Company's directors, its principal
executive officer, principal financial officer, principal accounting officer
and controller and persons performing similar functions ("Covered Persons").

     The Company regards its business reputation as a paramount value. The
Company complies with all applicable domestic and foreign laws and expects
all Covered Persons ("you") to do the same. Dataram Corporation will stand
behind the products and services it provides and the assurances it makes
regarding them.

     The Company has adopted this Code not merely to comply with all
applicable laws but to ensure the conduct of its business in accordance with
the highest standards of integrity.

     Legal Compliance

     Dataram Corporation requires that you comply with all applicable laws,
rules and regulations wherever the Company does business. In this you are
expected to use good judgment and common sense and to seek advice if you are
uncertain.

     If you should become aware of any violation of law by the Company or
anyone acting on behalf of the Company, it is your responsibility to report
the violation promptly to the Company's chief financial officer, general
counsel or the chief executive officer. Although Dataram Corporation seeks to
address any such matters internally, nothing in this Code should prevent you
from reporting any illegal activity to the appropriate legal authority. The
Company will not discriminate or retaliate against you if you in good faith
report such violation. Further, this Code does not prohibit you from
testifying or otherwise participating in any proceeding or investigation that
may follow.

     Conflicts of Interest

     In simplest terms, you should avoid any position that gives you an
interest that conflicts with the Company and any situation where your acting
for the Company could be influenced or appear to be influenced by personal or
family considerations. In dealing with customers, suppliers, competitors and
others, you must act entirely in the Company's interest to the total
exclusion of personal advantage. You must notify your immediate superior or
the general counsel in writing immediately of any relationship that could
involve a conflict of interest. Following are some examples of such
relationships:

      o     Owning a significant financial interest (one percent or more of a
            publicly-held company or five percent or more of a privately-held
            company) in a Dataram Corporation customer, supplier or
            competitor.

      o     Any separate, individual relationship with a Dataram Corporation
            customer, supplier or competitor.

      o     An immediate family member who is an employee or consultant for a
            significant customer or supplier, or who is a competitor of
            Dataram Corporation.

      o     Selling services or products of another person or firm if Dataram
            Corporation offers similar services or products.

      o     Conducting Dataram Corporation's business with a family member or
            a business organization that you have or your family has an
            association with.

      o     Accepting gifts with a value in excess of $500 from a customer
            supplier, potential supplier or competitor.

      o     Association with any business or organization that interferes
            with your ability to devote full time attention and best efforts
            to Dataram Corporation.

      o     Supervising, reviewing or influencing the job evaluation or
            compensation of a member of your immediate family who is employed
            by Dataram Corporation.

      o     Engaging in any other activity or having any other interest that
            the Company's Board of Directors has determined to constitute a
            conflict of interest.

     Dataram Corporation reserves the right to determine whether or not a
conflict of interest exists and the right to take any action necessary to
remove such a conflict of interest.

     Accuracy of Records and Public Reports

     Accurate information is essential to the Company's ability to meet legal
and regulatory requirements. You are responsible for the accuracy of your
records and reports; you must honestly and accurately report all business
transactions.

     All Company books, records and accounts will be maintained in accordance
with all applicable regulations and standards and will accurately reflect the
true nature of the transactions they record. The financial statements of the
Company will conform to generally accepted accounting rules and the Company's
accounting policies. No undisclosed or unrecorded account or fund will be
established for any purpose. No false or misleading entries will be made in
the Company's books or records for any reason, and no disbursement of
corporate funds or other corporate property will be made without adequate
supporting documentation.

     It is the policy of the Company to provide full, fair, accurate, timely
and understandable disclosure in reports and documents filed with, or
submitted to, the Securities and Exchange Commission and in other public
communications.

     Concerns Regarding Accounting or Auditing Matters

     If you have concerns regarding questionable accounting or auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters, may confidentially, and anonymously if they wish, submit
such concerns or complaints in writing to the Company's chief financial
officer, its general counsel or its chief executive officer. See "Reporting
and Compliance Procedures." All such concerns and complaints will be
forwarded to the Audit Committee of the Board of Directors, unless they are
determined on their face to be wholly without merit by the Chairman of the
Audit Committee of the Company. In any event, a complete record of all
complaints will be provided to the Audit Committee of the Board of Directors
each fiscal quarter. Any such concerns or complaints may also be
communicated, confidentially and, if you desire, anonymously, directly to the
Chairman of the Audit Committee.

     The Audit Committee will evaluate the merits of any concerns or
complaints received by it and authorize such follow-up actions, if any, as it
deems necessary or appropriate to address the substance of the concern or
complaint.

     The Company will not discipline, discriminate against or retaliate
against you if you report, in good faith, a complaint or concern.

     Confidential Information

     The protection of confidential business information and trade secrets is
vital to the interests and the success of Dataram Corporation. Company
procedures, processes and developments are extremely valuable to our
continued success and growth. Confidential information includes, but is not
limited to, the following kinds of non-public information:

      o     Customer needs and preferences

      o     Non-public financial information

      o     Inside information, or material non-public information

      o     Information regarding hiring, compensation, discipline, benefits,
            or termination of any employee

      o     Customers lists

      o     Current or possible litigation

      o     Pending projects and proposals

      o     Research and development strategies

      o     Scientific data and prototypes

      o     Technological data and prototypes

      o     Designs of products and proprietary equipment

      o     Pricing strategies

      o     Costs

      o     Vendors


     If you are unsure if information is confidential, you should assume that
it is until you confirm otherwise.

     There are times when the Company's confidential or proprietary
information may need to be disclosed to outside parties for business reasons.
A non-disclosure agreement, signed by an authorized representative of the
third-party, should be obtained prior to any release of information.  You can
obtain non-disclosure agreements from the Chief Financial Officer.

     You must also abide by any lawful obligations that you have to your
former employers. These obligations may include restrictions on the use and
disclosure of confidential information, restrictions on the solicitation of
former colleagues to work at the Company and non-competition obligations. Any
such obligations should be immediately reported to the Chief Financial
Officer.

     Public Disclosure

     Disgruntled traders in the Company's stock may claim to have relied on
Company statements that they assert were misleading or incomplete. All of the
Company's public statements, oral or written, must be released only through
proper channels. All such statements must be materially accurate and
complete, and not contain any material misrepresentations or omissions.

     You should not discuss internal Company matters or disseminate internal
Company information outside the Company, except when you have specifically
been assigned to do so.  All employees have a duty and obligation to maintain
confidentiality of non-public information about the Company. Only authorized
Company spokespersons may disseminate information outside the Company.

     If you are contacted for nonpublic information about Dataram
Corporation, you should decline comment and refer the inquirer to the Chief
Financial Officer.

     You are prohibited from posting messages containing Company information
in any Internet chat room, message board, news group, or similar forum, even
if the posting is to respond to inaccurate information.

     Any violation of the Company's policy on public statements and
disclosure will result in disciplinary action, up to and including
termination and legal action.

     Insider Trading

     Securities law prohibits you from buying or selling Company securities
while aware of material non-public information, and also prohibits you from
disclosing material non-public information to a third party if the third
party may use the information in the buying or selling of securities.

     These prohibitions also apply to material non-public information about
Dataram Corporation' customers, suppliers, or potential merger, acquisition,
or joint venture candidates. In addition, securities transactions made by a
family member, either as an individual or as a representative of another
organization, are also subject to securities law.

     Violation of securities law can result in civil and criminal penalties.
Insider trading violations can also expose the Company and you to civil and
criminal liability.

     Protection and Proper Use of Corporate Assets

     You should always strive to protect the Company's assets. Theft,
carelessness and waste have a direct impact on the Company's financial
performance. You must use the Company's assets and services solely for
legitimate business purposes of the Company and not for any personal benefit
or the personal benefit of anyone else.

     You should advance the Company's legitimate interests when the
opportunity to do so arises. You must not take for yourself personal
opportunities that are discovered through your position with the Company or
the use of property or information of the Company.

     Gifts and Gratuities

     There may be instances where you are offered or given a gift or gratuity
from a third party while working for Dataram Corporation. Also, there may be
situations where you want to give a gift or gratuity to an outside party.
Gifts and gratuities are only acceptable within the following limits:

     Accepting Gifts

      o     You must report any gift or gratuity received as a result of your
            employment at Dataram Corporation.

      o     Any gifts, awards, or gratuities you do receive may not exceed
            $500 in value.

     Giving Gifts

      o     Gifts cannot exceed $500 in value, unless approved by the Chief
            Executive Officer or Chief Financial Officer.

      o     Any gift to be given cannot violate any federal, state, or local
            law, any generally accepted ethical standards, or the recipient
            company's internal policies.

      o     Meals and entertainment expenses should be reasonable, and only
            for the purpose of enhancing the business relationship.

      o     In addition, gifts to residents of other countries should be
            consistent with the cultural norms of such countries.

     Accepting or giving any gift, award, gratuity, or benefit in violation
of this policy may result in disciplinary action, up to and including
termination of employment.

     This policy is not intended to apply to gifts made by the Company from
time to time to charitable organizations with the prior approval of the Chief
Executive Officer or the Chief Financial Officer.

     Bribery and Kick-Backs

     You may not give anything of value to any public official, directly or
indirectly, as an inducement to influence any business transaction in
violation of law.  No bribes of any type may be paid to anyone. If you
represent Dataram Corporation, you must conduct business in an ethical
manner. This will avoid any real or perceived violation of our standards or
any applicable laws.

     Political Contributions

     No Company funds or assets may be directly or indirectly used for
political contributions or to support political activities, unless
specifically approved by the Chief Executive Officer or the Chief Financial
Officer. The term "political contributions" includes local, state, or
national fundraising events of all kinds, any funds or gifts, and the free or
discounted use of property or services that could be used directly or
indirectly to support a political candidate, party, committee, or
organization anywhere worldwide.

     This prohibition is not intended to limit or restrict your own personal
political activities.

     Outside Activities

     Dataram Corporation encourages your participation in civic, community,
or social services. However, you should not do anything that might create the
impression that the Company itself participates in or supports these outside
activities. You should not use the Company's name to endorse, associate with,
or lend support to any business cause, organization, political party, social
activity, or any other association or activity without prior approval of the
Chief Executive Officer or the Chief Financial Officer.

     Waivers of this Code of Conduct and Ethics

     While some of the policies contained in this Code must be strictly
adhered to and no exceptions can be allowed, in other cases exceptions may be
possible, but the approval of the Chief Executive Officer or the Chief
Financial Officer must be obtained. The Chief Financial Officer will be
responsible for maintaining a complete record of all requests for exceptions
to any of these policies and the disposition of such requests.

     Any waiver of this Code or any change to this Code may be made only by
the Board of Directors of the Company and will be publicly disclosed as
required by law or NASD regulation.

     Reporting and Compliance Procedures

     You have the responsibility to ask questions, seek guidance, report
suspected violations and express concerns regarding compliance with this
Code. If you believe that any other employee or representative of the Company
has engaged in or is engaging in Company-related conduct that violates
applicable law or this Code, you must report such information to the Chief
Financial Officer or the Chairman of the Audit Committee as described below.
You may report such conduct openly or anonymously without fear of
retaliation. The Company will not discipline, discriminate against or
retaliate against any employee, officer or director who reports such conduct
in good faith, whether or not such information is ultimately proven to be
correct, or who cooperates in any investigation or inquiry regarding such
conduct.

     You may report violations of this Code, on a confidential or anonymous
basis, by contacting the Chairman of the Company's Audit Committee by mail.
While we prefer that you identify yourself when reporting violations so that
we may follow up with you, as necessary, for additional information, you may
remain anonymous if you wish.

     Upon receipt of information regarding an alleged violation of this Code,
the recipient, as described above, will (a) evaluate such information; (b) if
the alleged violation involves an executive officer or a director, inform the
general counsel of the alleged violation; (c) the general counsel will
determine whether it is necessary to conduct an information inquiry or a
formal investigation and, if so, initiate such an inquiry or investigation;
and (d) report the results of any such inquiry or investigation, together
with a recommendation as to disposition of the matter, to the Chief Executive
Officer for action, or if the alleged violation involves an executive officer
or director, report the results of any such inquiry or investigation to the
Board of Directors. You are expected to cooperate fully with any inquiry or
investigation by the Company regarding an alleged violation of this Code.
Failure to cooperate with any such inquiry or investigation may result in
disciplinary action, up to and including discharge.

     The Company will determine whether violations of this Code have occurred
and, if so, will determine the disciplinary measures to be taken against any
employee who has violated this Code. In the event that the alleged violation
involves an executive officer or director, the Board of Directors or a
designated committee of the Board of Directors will determine whether a
violation of this Code has occurred and, if so, will determine the
disciplinary measures to be taken against such executive officer or director.

     Failure to comply with the standards outlined in this Code may result in
disciplinary action including, but not limited to, reprimand, warning,
probation or suspension without pay, demotion, reduction in salary, discharge
and restitution. Certain violations of the Code may require the Company to
refer the matter to the appropriate governmental or regulatory authorities
for investigation and prosecution. Moreover, any manager who directs or
approves of any conduct in violation of this Code, or who has knowledge of
such conduct and does not immediately report it, also will be subject to
disciplinary action, up to and including discharge.

     Amendment

     The Company reserves the right to amend, alter or terminate this Code at
any time for any reason. The most current version of this Code can be found
on the Dataram Corporation website (www.dataram.com). It is the Company's
intention to disclose all amendments and waivers to this code on its website.











                           DATARAM CORPORATION

                              CERTIFICATION

I, _____________________________________________________, do hereby certify
that:

                        (Print Name Above)

   1.   I have received and carefully read the Code of Conduct and Ethics.

   2.   I understand the Code of Conduct and Ethics.

   3.   I have complied and will continue to comply with the terms of the
        Code of Conduct and Ethics.

Date: ____________________ Signature:

                      THIS FORM MUST BE RETURNED
                                TO THE
                       CHIEF FINANCIAL OFFICER