S-8

As filed with the Securities and Exchange Commission on October 12, 2011

Registration No. ________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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DATARAM CORPORATION

(Exact name of issuer as specified in its charter)

NEW JERSEY	22-1831409
(State or other jurisdiction	(IRS Employer Identification No.)
of incorporation or organization)
P.O. Box 7528, Princeton, NJ	08543
(Address of principal executive offices)	(Zip Code)

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2011 DATARAM CORPORATION STOCK OPTION PLAN

(Full title of the plan)

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Agent For Service

MARK E. MADDOCKS

Dataram Corporation

777 Alexander Park, Suite 100

Princeton, New Jersey 08540

(609) 799-0071

With Copies To:

THOMAS J. BITAR, ESQ.

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

200 Park Avenue, Suite 301

Florham Park, NJ 07932

(973) 539-3100

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):  

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (do not check if a smaller reporting company) Smaller reporting company [X] 

CALCULATION OF REGISTRATION FEE
			Proposed	Proposed
Title of	Additional		Maximum	Maximum
Security	Amount	Offering	Aggregate	Amount of
to be	to be	Price	Offering	Registration
Registered	Registered(1)	per Share(2)	Price(2)	Fee
Common Stock, $1.00 Par Value	200,000	1.22	$ 244,000.00	$  27.96

(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the market price as of October 6, 2011 for securities not subject to outstanding options.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

Dataram Corporation (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"):

(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended April 30, 2011, as filed with the Commission on July 28, 2011, and any amendments thereto.

(b) The Registrant's Definitive Proxy Statement for an Annual Meeting of Shareholders held on September 22, 2011 and all exhibits filed therewith.

(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2011, as filed with the Commission on September 14, 2011, and any amendments thereto.

(d) The Registrant’s Current Report on Form 8-K, as filed with the Commission on September 23, 2011, and any amendments thereto.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

The Company’s Restated Certificate of Incorporation and By-Laws include provisions (i) to reduce the personal liability of the Company’s directors for monetary damage resulting from breaches of their fiduciary duty and (ii) to permit the Company to indemnify its directors and officers to the fullestextent permitted by New Jersey law, including in circumstances in which indemnification is otherwise discretionary under New Jersey law. The Company has obtained directors’ and officers’ liability insurance that insures such persons against the costs of defense, settlement, or payment of a judgment under certain circumstances.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

Exhibit Number	Exhibit
5.1	Opinion of Dillon, Bitar & Luther, L.L.C.
23.1	Consent of J.H. Cohn LLP.
23.2	Consent of Dillon, Bitar & Luther, L.L.C. - contained in Exhibit 5.1.
24.1	Power of Attorney – included on the signature pages of this Registration Statement.

Item 9. Undertakings

(a)  The undersigned registrant hereby undertakes: 

(1)  To file, during any period in which offers or sales are being made, a post−effective amendment to this registration statement: 

(i)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;   

(ii)  To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post−effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and 

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. 

(2)  That, for the purpose of determining any liability under the Securities Act, each such post−effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. 

(3)  To remove from registration by means of a post−effectivea mendment any of the securities being registered which remain unsold at the termination of the offering.  

(4)  That, for purposes of determining liability under the Securities Act to any purchaser:  

(i)  Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and 

(ii)  Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 

Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)  If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be a part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or made in any such document immediately prior to such date of first use. 

(6)  That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: 

(i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933; 

(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; 

(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and 

(iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. 

(b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 

(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on this 12th day of October, 2011.

DATARAM CORPORATION
By:	/s/ MARK MADDOCKS
	Mark Maddocks
	Vice President, Finance and
	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints and hereby authorizes Mark E. Maddocks and Thomas J. Bitar, severally, such person’s true and lawful attorneys-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant in the capacities indicated, on October 12, 2011.

Date:	October 12, 2011	By: /s/ THOMAS A. MAJEWSKI
		Thomas A. Majewski, Chairman of the Board of Directors
Date:	October 12, 2011	By: /s/ JOHN H. FREEMAN
		John H. Freeman, President,
		Chief Executive Officer and
		Director
Date:	October 12, 2011	By: /s/ ROGER C. CADY
		Roger C. Cady, Director
Date:	October 12, 2011	By: /s/ ROSE ANN GIORDANO
		Rose Ann Giordano, Director
Date:	October 12, 2011	By: /s/ MARK E. MADDOCKS
		Mark E. Maddocks
		Vice President, Finance
		(Principal Financial & Accounting Officer)

EX-5

Exhibit 5

OPINION OF COUNSEL

October 12, 2011

Dataram Corporation

777 Alexander Park, Suite 100

Princeton, New Jersey 08543

Re: Dataram Corporation - Registration Statement on Form S-8

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 registration statement on Form S-8 (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 Registration Statement relates to the registration of 200,000 shares of the common stock ("Common Stock") of the Company. These shares are issuable upon the exercise of options granted or to be granted under the Dataram Corporation 2011 Stock Option Plan.

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 8 of Form S-8 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 Registration Statement, (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 (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. 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, upon issuance and delivery in accordance with the Registration Statement, and upon payment therefor in an amount not less than the par value thereof, such shares of Common Stock will be validly issued, fully paid and nonassessable.

Our opinions are limited to the laws of the state of New Jersey.

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 State of New Jersey be changed by legislative action, judicial decision or otherwise.

Very truly yours,

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

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

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Dataram Corporation of our report dated July 28, 2011, relating to the consolidated balance sheets of Dataram Corporation and Subsidiaries as of April 30, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the three year period ended April 30, 2011, which report appears in the April 30, 2011 Annual Report on Form 10-K of Dataram Corporation.

/s/ J.H. Cohn LLP
Roseland, New Jersey
October 12, 2011