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<SEC-DOCUMENT>0001001746-10-000024.txt : 20101208
<SEC-HEADER>0001001746-10-000024.hdr.sgml : 20101208
<ACCEPTANCE-DATETIME>20101208094259
ACCESSION NUMBER:		0001001746-10-000024
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20101207
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20101208
DATE AS OF CHANGE:		20101208

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DATARAM CORP
		CENTRAL INDEX KEY:			0000027093
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER STORAGE DEVICES [3572]
		IRS NUMBER:				221831409
		STATE OF INCORPORATION:			NJ
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08266
		FILM NUMBER:		101238839

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 7528
		CITY:			PRINCETON
		STATE:			NJ
		ZIP:			08543
		BUSINESS PHONE:		6097990071

	MAIL ADDRESS:	
		STREET 1:		PO BOX 7528
		CITY:			PRINCETON
		STATE:			NJ
		ZIP:			08543-7528
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k8120810.txt
<DESCRIPTION>CURRENT REPORT - RESULTS OF OPERATIONS
<TEXT>


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

                                    FORM 8-K

                                 CURRENT REPORT

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

Date of Report (Date of earliest event reported):  December 7, 2010

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











Section 2 - Financial Information

Item 2.02.  Results of Operations and Financial Condition.

     On December 7, 2010 Dataram Corporation announced the results of
operations for the second fiscal quarter ended October 31, 2010.  A copy of
this public announcement is furnished as an exhibit.  Further information
about the Company is available at http://www./dataram.com

     The information provided in the attached press release and in this
report may include forward-looking statements relating to future events,
such as the development of new products, the 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

Section 9 - Financial Statements and Exhibits.

Item 9.01.  Exhibits.

99   Press Release dated December 7, 2010 announcing second quarter results
of operations.  (Furnished not filed)

                                 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:     December 7, 2010           /s/  Mark Maddocks
                                     ______________________________________
                                      Mark Maddocks, Vice President-Finance
                                      and Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>q2pr2011.txt
<DESCRIPTION>PRESS RELEASE - SECOND QUARTER RESULTS
<TEXT>

                               PRESS RELEASE

                                               Dataram Contact:
                                               Mark Maddocks
                                               Vice President-Finance, CFO
                                               609-799-0071
                                               info@dataram.com



          DATARAM REPORTS FISCAL 2011 SECOND QUARTER FINANCIAL
                                RESULTS

PRINCETON, N.J. December 7, 2010 - Dataram Corporation (NASDAQ: DRAM) today
reported its financial results for its fiscal second quarter and six months
ended October 31, 2010.  Revenues for the second quarter and first six
months of fiscal 2011 were $10.9 million and $23.7 million, respectively,
which compares to $10.7 million and $19.9 million for the comparable prior
year periods. The Company incurred a pre-tax net loss for the second quarter
of the current fiscal year of $1.7 million which compares to a pre-tax net
loss of $2.7 million for the comparable prior year period. Six month pre-tax
net loss totaled $3.0 million versus $4.3 million for the prior sequential
period.

John H. Freeman, Dataram's president and CEO commented, "In the second
quarter, our revenues and gross margin came under downward pricing pressure.
Declining prices, along with our R&D investment in XcelaSAN  were the
primary contributors to our second quarter loss. Average selling prices in
our memory business were lower by approximately 13 percent, when compared to
first quarter levels. This was primarily due to the well-publicized industry
wide decline in the price of memory. We are initiating actions to align our
costs with our revenues. Those actions include the consolidation of our
manufacturing facilities by the end of the current fiscal year as well as
reducing our S, G & A expenses. Although we project continued growth in our
memory solutions business, these actions should position the memory
solutions business to operate profitably at current revenue levels."

Mr. Freeman continued, "The release schedule and development of our XcelaSAN
product line is on track. In the second quarter, we released a product with
enhanced features and functionality which increases its ease of use, ease of
installation and interoperability. We have sold the first unit of our newly
released version of XcelaSAN and have delivered and successfully installed
systems at other clients. High Availability systems are scheduled for
testing at customers this month and will be generally available in January.
We anticipate that our enhancements and the shipment of High Availability
systems will accelerate product sales and broaden market adoption. XcelaSAN
is a unique intelligent Storage Area Network (SAN) optimization solution
that delivers substantive application performance improvement to
applications such as Oracle, SQL and VMware. XcelaSAN augments existing
storage systems by transparently applying intelligent caching algorithms
that serve the most active block-level data from high-speed storage,
creating an intelligent, virtual solid state SAN. This breakthrough solution
allows organizations to dramatically increase the performance of their
business-critical applications without the costly hardware upgrades or
over-provisioning of storage typically found in current solutions for
increased performance."

The Company's net loss for the second quarter was $1.7 million, or $0.19 per
share which compares to a net loss of $1.6 million, or $0.18 per share for
the comparable prior year period. Six month net loss totaled $3.0 million
versus $2.6 million for the prior sequential period. The prior fiscal year's
second quarter and six month net loss includes an income tax benefit of $1.0
million and $1.7 million, respectively, on which the Company subsequently
placed a 100% valuation allowance in its third quarter of fiscal 2010.

Mr. Freeman concluded, "We are taking the necessary actions to ensure that
our memory solutions business is generating positive cash flow and growing.
Our outlook for XcelaSAN is very robust, particularly as High Availability
systems come to market."



ABOUT DATARAM CORPORATION

Founded in 1967, Dataram is a worldwide leader in the manufacture of
high-quality computer memory, storage and software products. Our products
and services deliver IT infrastructure optimization, dramatically increase
application performance and deliver substantial cost savings. Dataram
solutions are deployed in 70 Fortune 100 companies and in mission-critical
government and defense applications around the world. 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.



                         Financial Tables Follow

















                               DATARAM CORPORATION
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share amounts)
                                     (Unaudited)



                                 Second Quarter Ended     Six Month Ended
                                     October 31,             October 31,
                                 ____________________     _______________
                                  2010           2009      2010      2009

Revenues                      $  10,949      $ 10,673  $ 23,693   $ 19,863

Costs and expenses:
  Cost of sales                   8,536         7,937    18,157     14,592
  Engineering and development       225           259       486        512
  Research and development          842         1,621     1,714      2,495
  Selling, general and
    administrative                2,748         3,113     5,602      5,842
  Stock-based compensation
    expense*                        155           225       313        380
  Intangible asset amortization     107           164       214        328
                              _________      ________  ________   ________
                                 12,613        13,319    26,486     24,149
                              _________      ________  ________   ________

Loss from operations             (1,664)       (2,646)   (2,793)    (4,286)

Other income (expense)              (51)          (12)     (161)        22
                              _________      ________  ________   ________

Loss before income taxes         (1,715)       (2,658)   (2,954)    (4,264)

Income tax benefit                    0        (1,042)        0     (1,670)
                              _________      ________  ________   ________

Net loss                      $  (1,715)     $ (1,616) $ (2,954)  $ (2,594)
                              =========      ========  ========   ========

Net loss per share:
  Basic                       $   (0.19)     $  (0.18) $  (0.33)  $  (0.29)
                              =========      ========  ========   ========
  Diluted                     $   (0.19)     $  (0.18) $  (0.33)  $  (0.29)
                              =========      ========  ========   ========

Weighted average number of
  shares outstanding:
  Basic                           8,918         8,869     8,918      8,869
                              =========      ========  ========   ========
  Diluted                         8,918         8,869     8,918      8,869
                              =========      ========  ========   ========

*Items are recorded as a component of operating costs and expenses in the
Company's financial statements filed with the Securities and Exchange
Commission on Form 10-Q.
                        DATARAM CORPORATION AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (In thousands)
                                   (Unaudited)



                                 October 31, 2010         April 30, 2010



ASSETS
Current assets
  Cash and case equivalents      $            614        $         2,507
  Accounts receivable, net                  4,867                  5,344
  Inventories                               5,296                  6,872
  Other current assets                        252                     87
                                 _______________________________________
    Total current assets                   11,029                 14,810

Property and equipment, net                   831                  1,117

Other assets                                   86                    105

Intangible assets, net                        652                    867

Goodwill                                    1,124                    754
                                 _______________________________________

Total assets                     $         13,722        $        17,653
                                 =======================================


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable               $          1,350        $         3,523
  Accrued liabilities                       1,087                  1,738
  Notes payable                             2,533                  1,000
                                 _______________________________________
    Total current liabilities               4,970                  6,261


Stockholders' equity                        8,752                 11,392
                                 _______________________________________


Total liabilities and
stockholders' equity             $         13,722        $        17,653
                                 =======================================
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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