8-K/A

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

                                    FORM 8-K/A

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of The
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  October 6, 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))


Item 4.01  Changes in Registrant's Certifying Accountant

On October 6, 2005, Dataram Corporation ("The Company") engaged J.H. Cohn
LLP as its independent registered public accounting firm to perform the
Company's annual audit for its fiscal year ending April 30, 2006, and
review of the Company's interim quarterly financial statements. The Company
had previously engaged KPMG LLP as its principal accountants. On October 6,
2005 the Company dismissed KPMG LLP as its principal accountants. The
decision to dismiss KPMG LLP and engage J.H. Cohn LLP was made by the Audit
Committee of the Board of Directors.

In connection with the audits of the two fiscal years ended April 30, 2005
and 2004, and the subsequent interim period through October 6, 2005, there
were no: (1)disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion
to the subject matter of the disagreement or (2) reportable events as
described by Item 304(a)(1)(v) of Regulation S-K.

The audit reports of KPMG LLP on the consolidated financial statements of
Dataram Corporation and subsidiaries as of and for the years ended April
30, 2005 and 2004 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope
or accounting principles.

During the previous two most recent fiscal years and in the subsequent
interim period, the Company has not consulted with J.H. Cohn LLP on any
matter.

The Registrant has provided KPMG LLP with a copy of the disclosures which
it is making herein and has requested KPMG LLP to furnish it with a letter
addressed to the Commission stating whether it agrees with the statements
made by the Registrant in response to Item 304(a) of Regulation S-K. In
response to this request, the Company has received a letter from KPMG LLP
which is attached as an exhibit.

Item 9.01  Financial Statements and Exhibits.

The following exhibits are filed as part of this Report on Form 8-K/A:

        1.  Exhibit 16 - Letter of KPMG LLP re: change in certifying
            accountant.

        2.  Exhibit 99 - Press Release.



                                 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:  October 12, 2005               _____________________________________
                                      Mark Maddocks, Vice President-Finance
                                      and Chief Financial Officer

EX-16

KPMG        KPMG LLP                      Telephone  973 467 9650
            New Jersey Headquarters       Fax        973 467 7930
            150 John F. Kennedy Parkway   Internet   www.us.kpmg.com
            Short Hills, NJ  07078

October 12, 2005




Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

We were previously principal accountants for Dataram Corporation and, under
the date of July 8, 2005, we reported on the consolidated financial
statements of Dataram Corporation and subsidiaries as of and for the years
ended April 30, 2005 and 2004.  On October 6, 2005, we were dismissed as
principal accountants.  We have read Dataram Corporation's statements
included under Item 4.01 of its Form 8-K filed on October 12, 2005, and we
agree with such statements, except that we are not in a position to agree or
disagree with Dataram Corporation's statements that on October 6, 2005
Dataram Corporation engaged J.H. Cohn LLP as its independent registered
public accounting firm to perform the Company's annual audit for its fiscal
year ending April 30, 2006, and review of the Company's interim quarterly
financial statements; that the decision to dismiss KPMG LLP and engage J.H.
Cohn LLP was made by the Audit Committee of the Board of Directors; and that
the Company has not consulted J.H. Cohn LLP on any matter during the previous
two most recent fiscal years and subsequent interim period.

Very truly yours,


/s/ KPMG LLP

EX-99

DATARAM               Dataram Contact:             Investor Contact:
                      Mark Maddocks,               Joe Zappulla
                      Vice President-Finance, CFO  Wall Street Investor
                                                   Relations
PRESS RELEASE         609-799-0071                 212-681-4100
                      info@ataram.com             JZappulla@WallStreetIR.com


                   DATARAM ANNOUNCES CHANGE OF AUDITOR


PRINCETON, N.J. October 6, 2005 -- Dataram Corporation (NASDAQ: DRAM) today
announced that it is engaging J.H. Cohn LLP as its independent registered
public accounting firm to perform the Company's annual audit for its fiscal
year ending April 30, 2006 including the customary review of the Company's
fiscal second and third quarter financial statements that will be filed
during the fiscal year. The Company had previously engaged KPMG LLP and its
predecessor firms to perform such services since 1969, including its most
recent annual report on Form 10-K for the fiscal year ended April 30, 2005.

In connection with the audits of the two fiscal years ended April 30, 2005
and 2004, and the subsequent interim period through July 31, 2005, there were
no disagreements with KPMG LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused
them to make reference in connection with their opinion to the subject matter
of the disagreement.

The audit reports of KPMG LLP on the consolidated financial statements of
Dataram Corporation and subsidiaries as of and for the years ended April 30,
2005 and 2004 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.

"Dataram has engaged KPMG for many years, and we have great respect for KPMG
and the KPMG professionals with whom we have worked during that time," said
Mark Maddocks , Dataram's Vice President and Chief Financial Officer.
"However, it is clear that the auditing environment has changed in recent
years, especially in light of the significant requirements imposed by
Sarbanes-Oxley. We believe that J.H. Cohn will provide us with audit services
of the highest quality, in a manner that is more efficient and suitable for a
company our size."

ABOUT DATARAM CORPORATION
Dataram is a worldwide leader in the design and manufacture of high capacity,
reliable and innovative memory solutions. With over 38 years of experience,
Dataram provides customized memory solutions for OEMs and compatible memory
for leading brands including HP, Dell, IBM, SGI, Sun Microsystems and Intel.
For more information about Dataram, visit 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, pricing and availability of raw materials 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, order
cancellations, 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.