Sec Form 4 Filing - MARCHER LARS @ DATARAM CORP - 2004-10-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MARCHER LARS 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) President & COO (Last) (First) (Middle) 28 ARNOLD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/15/2004 (Street) PRINCETON JUNCTION, NJ08550 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options (10/15/2004) $ 6.5 10/15/2004 A 10,000 10/15/2005 10/15/2009 Common Stock $1.00 Par Value 10,000 ( 1 ) 10,000 ( 2 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARCHER LARS 28 ARNOLD DRIVE PRINCETON JUNCTION, NJ08550 President & COO Signatures LARS MARCHER 10/15/2004 Signature of Reporting Person Date

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 )In addition, the Reporting Person holds options to purchase 100,000 shares at $9.875 a share, of which 60,000 shares are presently exercisable and 20,000 shares each become exercisable on 3/23/2005 and 3/23/2006. These options expire on 2/23/2011. The Reporting Person holds options to purchase 8,200 shares at $7.98 a share, of which 4,100 shares are presently exercisable and 2,050 shares each become exercisable on 11/26/2004 and 11/26/2005. These options expire on 11/26/2011. ( 3 )The Reporting Person holds options to purchase 8,200 shares at $2.99, of which 4,100 shares are exercisable, 2,050 shares each become exercisable on 9/18/2005 and 9/18/2006. These options expire on 9/18/2012. The Reporting Person holds options to purchase 8,200 shares at $4.09 a share, of which 2,050 shares are presently exercisable and 2,050 shares each become exercisable on 9/18/2005, 9/18/2006 and 9/18/2007. These options expire on 9/18/2013. The Reporting Person holds options to purchase 8,200 shares at $6.75 a share which become exercisable on 9/15/2005. These options expire on 9/15/2009.

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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