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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: Dataram Corporation
Title of Class of Securities: Common Stock
CUSIP Number: 238108203
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
James R. Levitas, Levitas & Company,
230 Park Avenue, Suite 1549, New York, New York 10169
(212) 681-8480
(Date of Event which Requires Filing of this Statement)
July 19, 1999
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James R. Levitas
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF, PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
255,400
9. Sole Dispositive Power:
306,300
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
306,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.62%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 2 to Schedule 13D is to report
a material change in the beneficial ownership of James R. Levitas
in the Common Stock (the "Shares") of Dataram Corporation. All
capitalized terms not defined herein have the definitions given
them in the original Schedule 13D.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Levitas is deemed to
beneficially own 306,300 Shares. 306,300 Shares are held by the
Partnership and managed accounts over which Mr. Levitas has
investment discretion and 0 Shares are held by Mr. Levitas
personally. Shares were sold in open market transactions for an
aggregate amount of $1,090,684.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Levitas is deemed to be
the beneficial owner of 306,300 Shares of the Company.
Based on the Company's most recently filed Form 10-Q, as of
April 30, 1999 there were a total of 5,454,000 outstanding
Shares. Therefore, Mr. Levitas is deemed to be the
beneficial owner of 5.62% of the outstanding Shares.
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Mr. Levitas has the sole power to vote or direct the vote
with respect to 0 Shares and has the sole power to dispose
of or direct the disposition of all the Shares of the
Company that he is currently deemed to beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
No change.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by Mr. Levitas over the past 60 days is
filed herewith as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
July 29, 1999
_________________
Date
/s/ James R. Levitas
__________________________________
James R. Levitas
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00501001.AF6
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Exhibit A
_________
Sale Number Price
Date of Shares per Share Value
________ _________ _________ _____
07/06/1999 900 $10.44 $9,395.68
07/09/1999 300 10.44 3,131.89
07/14/1999 18,880 10.40 196,265.42
07/14/1999 2,100 10.44 21,923.26
07/15/1999 13,200 8.92 117,803.30
07/19/1999 37,100 9.91 367,830.40
07/19/1999 13,600 10.45 142,169.63
07/19/1999 1,400 10.46 14,639.11
07/19/1999 3,000 10.45 31,360.95
07/19/1999 1,000 10.45 10,453.65
07/19/1999 800 10.45 8,362.92
07/19/1999 500 10.45 5,226.82
07/19/1999 800 10.45 8,362.92
07/19/1999 800 10.45 8,362.92
07/19/1999 800 10.45 8,362.92
07/19/1999 600 10.45 6,272.19
07/19/1999 4,000 10.45 41,814.59
07/22/1999 3,500 10.19 35,658.80
07/23/1999 1,300 10.20 13,259.55
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00501001.AF6
