Sec Form 4/A Filing - BRESKY MARK R @ DATARAM CORP - 2005-01-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
BRESKY MARK R
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)
Vice President, Info. Tech.
(Last) (First) (Middle)
11 WEST CIRCUIT DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2005
(Street)
SUCCASUNNA, OK08502
4. If Amendment, Date Original Filed (MM/DD/YY)
01/05/2005
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
Common Stock, $1.00 Par Value 01/05/2005 F 711 D $ 6.35 1 D
Common Stock, $1.00 Par Value 01/05/2005 A 3,000 A $ 1.71 3,001 D
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 (06/16/1995) $ 1.71 01/05/2005 M 3,000 06/16/2000 06/16/2005 Common Stock, $1.00 Par Value 3,000 ( 1 ) 0 ( 2 ) ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRESKY MARK R
11 WEST CIRCUIT DRIVE
SUCCASUNNA, OK08502
Vice President, Info. Tech.
Signatures
Mark R. Bresky 01/12/2005
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Options were granted to the Reporting Person in consideration of his service as an 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 )The Reporting Person holds options to purchase 8,200 shares at $2.99 a share, of which 4,100 shares are presently exercisable and 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 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 and expire on 9/15/2009.
( 3 )The Reporting Person holds options to purchase 12,000 shares at $2.3125 a share, which are presently exercisable and expire on 9/10/2006. The Reporting Person holds options to purchase 8,200 shares at $7.98 a share, of which 6,150 shares are presently exercisable and 2,050 shares become exercisable on 11/26/2005.

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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