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): May 11, 2011


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

        New Jersey                 1-8266                       22-18314-09
___________________________________________________________________________
State or other jurisdiction        (Commission                (IRS Employer
of incorporation)                  File Number)         Identification No.)


     Route 571, P. O. Box 7258, 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 1.01  Entry Into a Material Definitive Agreement.

     The Company amends its report on Form 8-K, filed May 12, 2011, to
report that the sale of common stock and warrants described therein closed
on May 17, 2011, resulting in net proceeds of approximately $3,000,000 to
the Company.

Item 9.01 Financial Statements and Exhibits

 (c)  Exhibits

     5.1   Opinion of Dillon, Bitar & Luther, L.L.C. with respect to Common
Stock and Warrants

     23(b) Consent of Dillon, Bitar & Luther, L.L.C. (contained in Exhibit
5.1)



                                 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:     May 19, 2011                /s/ Mark Maddocks
                                      _____________________________________
                                      Mark Maddocks, Vice President-Finance
                                      and Chief Financial Officer

EX-5

                               OPINION OF COUNSEL


                                         May 17, 2011



Dataram Corporation
186 Princeton-Hightstown Road
West Winsor, New Jersey 08550

          Re:     Dataram Corporation -
                  Registration Statement on Form S-3 (Registration No. 333-
                  173212)

Ladies and Gentlemen:

     We are providing this opinion letter in our capacity as counsel to
Dataram Corporation, a New Jersey corporation (the " Company" ), in
connection with the filing by the Company of a Prospectus Supplement
pursuant to Rule 424(b)5 (the " Prospectus Supplement" ) under the above-
captioned registration statement on Form S-3 (the " Registration Statement" )
under the Securities Act of 1933, as amended (the " Securities Act" ), with
the United States Securities and Exchange Commission (the " Commission" ).
The Prospectus Supplement relates to the sale by the Company of
(a) 1,775,000 shares of Common Stock, one dollar par value per share,
(b) Warrants to purchase 1,331,250 shares of Common Stock, and (c) 1,331,250
shares of Common Stock to be issuable upon exercise of the Warrants
(collectively, the " Securities" ).

     You have requested that we render the opinion set forth in this letter
and we are furnishing this opinion in accordance with the requirements of
Part II, Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K
promulgated by the Commission under the Securities Act.

     In connection with the foregoing registration, we have examined
originals, or copies certified or otherwise identified to our satisfaction,
of (i) the form of Registration Statement and the form of the Prospectus
Supplement, each as provided to us by the Company, (ii) the Company's
Restated Certificate of Incorporation, as amended and restated to date
(the " Certificate of Incorporation" ), (iii) the Company's By-Laws, as
amended and/or restated to date (the " By-Laws" ), (iv) certain resolutions
of the Board of Directors of the Company relating to the Registration
Statement and/or the Prospectus Supplement, and (v) such other documents as
we have deemed necessary or appropriate for purposes of rendering the
opinion set forth herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents.  With your consent,
we have also assumed (a) that any documents executed by parties other than
the Company with respect to the Securities (collectively, the " Documents" )
have been duly authorized, executed and delivered by the parties thereto
other than the Company, (b) that the Documents constitute legally valid and
binding obligations of the parties thereto other than the Company,
enforceable against each of them in accordance with their respective terms,
and (c) that the status of the Documents as legally valid and binding
obligations of the parties is not affected by any (i) breaches of, or
defaults under, agreements or instruments, (ii) violations of statutes,
rules, regulations or court or governmental orders, or (iii) failures to
obtain required consents, approvals or authorizations from, or to make
required registrations, declarations or filings with, governmental
authorities. As to any facts material to the opinion expressed herein that
were not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Company and others.

     Based upon and subject to the foregoing, we are of the opinion that:

1.  Upon issuance, delivery and payment therefor and in an amount not less
than the par value thereof, in the manner contemplated by the Registration
Statement and the Prospectus Supplement, the 1,775,000 shares of Common
Stock being sold pursuant to the Prospectus Supplement will be validly
issued, fully paid and nonassessable.

2.  When the Warrants have been duly executed, authenticated, issued and
delivered against payment therefor in the manner contemplated by the
Registration Statement and the Prospectus Supplement, the Warrants to
purchase 1,331,250 shares of Common Stock will be legally valid and binding
obligations of the Company, enforceable against the Company in accordance
with their terms.

3.  Upon exercise of the relevant Warrants and issuance, delivery and
payment therefor, in the manner contemplated by the Registration Statement,
the Prospectus Supplement and the relevant Warrant, the 1,331,250 shares of
Common Stock issuable upon exercise of the Warrants will be validly issued,
fully paid and nonassessable.

     Our opinions are limited to the laws of the states of New York and New
Jersey.  Our opinions are subject to: (i) the effect of bankruptcy,
insolvency, reorganization, preference, fraudulent transfer, moratorium or
other similar laws relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, whether
considered in a proceeding in equity or at law (including the possible
unavailability of specific performance or injunctive relief), concepts of
materiality, reasonableness, good faith and fair dealing, and the discretion
of the court before which a proceeding is brought; (iii) the invalidity
under certain circumstances under law or court decisions of provisions
providing for the indemnification of or contribution to a party with respect
to a liability where such indemnification or contribution is contrary to
public policy; and (iv) we express no opinion as to (a) any provision for
liquidated damages, default interest, late charges, monetary penalties, make-
whole premiums or other economic remedies to the extent such provisions are
deemed to constitute a penalty, (b) consents to, or restrictions upon,
governing law, jurisdiction, venue, arbitration, remedies or judicial
relief, (c) any waiver of rights or defenses under usury laws; (d) any
provision requiring the payment of attorneys' fees, where such payment is
contrary to law or public policy; and (e) the severability, if invalid, of
provisions to the foregoing effect.

     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.  In giving this consent, we do not hereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein.  We
assume no obligation to revise or supplement this opinion should the present
laws of the States of New York or New Jersey be changed by legislative
action, judicial decision or otherwise.

                              Very truly yours,



                              /s/ Dillon, Bitar & Luther, L.L.C.

                              DILLON, BITAR & LUTHER, L.L.C.