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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
DATARAM CORPORATION
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
238-108-20-3
(CUSIP Number)
Robert V. Tarantino
Route 571
P.O. Box 7528
Princeton, NJ 08543-7528
(609) 799-0071
(Name, Address and Telephone Number of Person Authorized to
Receive Notices & Communications)
November 22, 1999
(Date of Event which Requires Filing of this Statement)
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. [ ]
Check the following box if a fee is being paid with the
statement. [ ]
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class. See
Rule 13d-7.)
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SCHEDULE 13D
CUSIP No. 238-108-20-3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert V. Tarantino
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
__________________
| 7. SOLE VOTING POWER 696,280
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER 11,400
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 696,280
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER 11,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 707,680
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%
14. TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. SECURITY AND ISSUER.
This Statement on Schedule 13D is filed with respect to
Dataram Corporation (the "Issuer"), which has its principal exec-
utive offices at Route 571, P.O. Box 7528, Princeton, NJ 08543-
7528, telephone number (609) 799-0071. This Statement relates to
the Issuer's common stock, $1.00 par value (the "Common Stock").
Item 2. IDENTITY AND BACKGROUND.
This Statement is filed by Robert V. Tarantino, the
President and Chief Executive Officer of the Issuer, who has his
principal business address at the address of the Issuer.
Mr. Tarantino has not during the last five (5) years
been convicted in a criminal proceeding of any offense (excluding
traffic violations or similar misdemeanors), nor was he during
the last five (5) years a party to a civil proceeding of a judi-
cial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Mr. Tarantino is a citizen of the United States of
America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Item is amended to add:
The additional information set forth below reflects a 2
for 1 stock split which occurred in December of 1998 and does not
reflect a 3 for 2 stock split which has not, as of this date,
been distributed.
On November 11, 1999, Mr. Tarantino exercised on a net
basis a 140,000 share incentive stock option and received in
settlement 114,424 shares of common stock. The exercise price of
this option was $3.56 a share. The fair market value of the
common stock at the time of the net exercise was $19.50 a share.
Between November 12 and November 22, Mr. Tarantino sold
75,000 shares of common stock in open market transactions on the
American Stock Exchange. As a result of these transactions, Mr.
Tarantino received approximately $1,375,000.
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Item 4. PURPOSE OF TRANSACTION.
This Item is amended to add:
Mr. Tarantino reserves the right to sell securities of
the Issuer and to purchase additional securities of the Issuer.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
This Item is amended to add:
At November 30, 1999, (1) Mr. Tarantino owns directly
353,824 shares of Common Stock; (2) he owns approximately 202,456
shares through his account with the Company's 401(k) Plan; (3)
his wife owns 11,400 shares; and (4) he holds options to purchase
260,000 shares of Common Stock of which options to purchase
140,000 shares are presently exercisable and considered, pursuant
to Rule 13d-3, to be beneficially owned. In addition, 40,000
shares will become exercisable on November 18, 2000, and the
40,000 shares will become exercisable on November 18, 2001, and
the remaining 40,000 options will become exercisable on November
18, 2002. Of these options, 60,000 are exercisable at $3.56 a
share and 200,000 are exercisable at $4.22 a share. Mr.
Tarantino may be regarded as sole beneficial owner of all of the
above shares, except the shares owned by his wife, as to which
his beneficial ownership is shared.
Beneficial Ownership
____________________
Sole % Shared % Total %
______ __ ______ __ _______ __
Robert Tarantino 696,280 12.8 11,400 * 707,680 13.1
On November 23, 1999 there were outstanding 5,281,236 shares of
common stock of the Issuer.
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Mr. Tarantino has had no transactions in the Common
Stock in the last sixty (60) days, except for net exercise
described in Item 3 and the following transactions were affected
on the American Stock Exchange:
Date No. of Shares Price
____ _____________ _____
11/12 3,500 19.375
11/16 9,000 18.375
11/16 1,000 18.438
11/17 5,900 18.50
11/18 5,000 18.375
11/19 5,000 18.313
11/19 10,600 18.25
11/22 35,000 18.359
______
Total 75,000
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Statement is true, complete and correct.
Dated: November 30, 1999 ROBERT V. TARANTINO
______________________
Robert V. Tarantino
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
