10-K

                                 UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                              -------------------
                                   FORM 10-K

/ X /  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2005

                                       OR

/   /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

For the transition period from ----------  to  ---------

Commission File Number  0-17739

                       RAMTRON INTERNATIONAL CORPORATION
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                                   84-0962308
      -------------------------------                   -------------------
      (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                   Identification No.)

   1850 Ramtron Drive, Colorado Springs, Colorado                80921
   ----------------------------------------------              ----------
     (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code (719) 481-7000

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock ($.01 par value)
                         -----------------------------
                             (Title of Each Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in rule 405 of the Securities Act of 1934.  Yes  /  /  No  / X /

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes  /  /  No  / X /

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes  / X /  No  /   /

                                   Page-1

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  / X /

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.  See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Act).
Large accelerated filer /   /, Accelerated filer / X /, Non-accelerated
filer /   /

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).  Yes  /  /  No.  / X /

The aggregate market value of common stock held by non-affiliates of the
registrant as of June 30, 2005 was $52,474,013 based on the closing price
of our common stock as reported on The Nasdaq Stock Market.

As of March 10, 2006, 24,387,830 shares of the Registrant's common stock
were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the 2006 Annual Meeting of
Shareholders are incorporated by reference into Part III.

                                   Page-2

                             TABLE OF CONTENTS
                                                                       Page
                                                                       ----
PART I
     Item 1.   Business  . . . . . . . . . . . . . . . . . . . . . . .   4
     Item 1A.  Risk Factors  . . . . . . . . . . . . . . . . . . . . .  19
     Item 1B.  Unresolved Staff Comments . . . . . . . . . . . . . . .  34
     Item 2.   Properties  . . . . . . . . . . . . . . . . . . . . . .  34
     Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . .  35
     Item 4.   Submission of Matters to a Vote of Security Holders . .  35

PART II
     Item 5.   Market for Registrant's Common Equity, Related
               Stockholder Matters and Issuer Purchases of Equity
               Securities . . . . .. . . . . . . . . . . . . . . . . .  36
     Item 6.   Selected Financial Data . . . . . . . . . . . . . . . .  38
     Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operation  . . . . . . . . . .  39
     Item 7A.  Quantitative and Qualitative Disclosures about
               Market Risk . . . . . . . . . . . . . . . . . . . . . .  52
     Item 8.   Financial Statements and Supplementary Data . . . . . .  53
     Item 9.   Changes In and Disagreements with Accountants
               on Accounting and Financial Disclosure  . . . . . . . .  56
     Item 9A.  Controls and Procedures . . . . . . . . . . . . . . . .  56
     Item 9B.  Other Information . . . . . . . . . . . . . . . . . . .  57

PART III
     Item 10.  Directors and Executive Officers of the Registrant  . .  57
     Item 11.  Executive Compensation  . . . . . . . . . . . . . . . .  58
     Item 12.  Security Ownership of Certain Beneficial
               Owners and Management and Related Stockholder
               Matters . . . . . . . . . . . . . . . . . . . . . . . .  58
     Item 13.  Certain Relationships and Related Transactions  . . . .  58
     Item 14.  Principal Accountant Fees and Services  . . . . . . . .  58

PART IV
     Item 15.  Exhibits and Financial Statement Schedules  . . . . . .  58

                                   Page-3

This Annual Report on Form 10-K and certain information incorporated herein
by reference contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, and, as such, may involve
risks and uncertainties.  All statements included or incorporated by
reference in this Annual Report on Form 10-K, other than statements that are
purely historical, are forward-looking statements.  Forward-looking
statements may be identified by the use of forward-looking words or phrases
such as "will," "may," "believe," "expect," "intend," "anticipate," "could,"
"should," "anticipate," "plan," "estimate," and "potential,"  or other
similar words.  Forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties that could cause
actual results to differ materially from the results contemplated by the
forward-looking statements.

The forward-looking statements in this Annual Report on Form 10-K are subject
to additional risks and uncertainties further discussed under "Item 1A - Risk
Factors" and "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation" and are based on information available to
us on the date hereof.  We assume no obligation to update any forward-looking
statements.  Readers are cautioned not to place undue reliance on forward-
looking statements, which speak only as of the date of this Annual Report on
Form 10-K.  Readers should also consult the forward-looking statements and
risk factors listed from time to time in our Reports on Forms 10-Q, 10-K, and
in our Annual Reports to Shareholders.

PART I

The following information should be read in conjunction with the Consolidated
Financial Statements and notes thereto included in "Item 8. Financial
Statements and Supplementary Data" of this Annual Report on Form 10-K.

Unless otherwise indicated by the context, we use the terms "Ramtron,"
"Company," "we," "us," and "our," on the basis of consolidation described in
"Item 8. Financial Statements and Supplementary Data - Note 1 of the Notes
to Consolidated Financial Statements."

Item 1.   BUSINESS

Ramtron International Corporation ("Ramtron" or the "Company") is a Delaware
corporation and was founded in 1984.  We are a fabless semiconductor company
that designs, develops and markets specialized semiconductor memory,
microcontroller and integrated semiconductor solutions used in many markets
for a wide range of applications.  We pioneered the integration of
ferroelectric materials into semiconductor products, which enabled the
development of a new class of nonvolatile memory products, called
ferroelectric random access memory (FRAM) products.  FRAM products merge the
advantages of multiple memory technologies into a single device that is able
to retain information without a power source, can be read from and written to
at very fast speeds, written to many times, consumes low amounts of power and
simplifies the design of electronic systems. In many cases, we are the sole
provider of FRAM-enabled semiconductor products, which facilitates close
customer relationships, long application lifecycles and high-margin sales. We
outsource the manufacturing of our products to third party foundries and
packaging and test companies, which allows us to focus our internal efforts
on product design, testing, marketing and sales.

                                   Page-4

RECENT DEVELOPMENTS

On July 1, 2005, the Company retired its outstanding 5 year, 5% fixed rate,
convertible debentures with Bramwell Capital Corporation, Alexandra Global
Master Fund, Ltd. and Infineon Technologies, A.G., which were due in March
2007.  The Company paid a total of approximately $4.9 million, including the
aggregate principal and an aggregate premium payment representing future
interest payments, to retire the debt early.  The six-year warrants to
purchase approximately 779,000 shares of Ramtron common stock at $3.04 per
share that were issued with the debentures remain outstanding.  Ramtron took
a pre-tax charge of approximately $1.6 million in the third quarter of 2005,
of which $1.2 million was non-cash, to account for costs associated with the
debt repayment.

On July 1, 2005, we finalized the documentation of our $4-million revolving
secured credit facility ("New Credit Facility") with Silicon Valley Bank, a
subsidiary of Silicon Valley Bancshares.  The New Credit Facility provides
for a $4-million secured revolving credit facility.  The New Credit Facility
carries interest at a floating rate equal to the prime lending rate plus
0.50% per annum, a minimum interest rate of 6.00% per year and a term of two
years.  Security for the credit facility includes all of our assets except
for our real estate.  The Company is required to comply with certain
covenants under the new credit facility, including without limitation,
requirements to maintain a minimum net worth and maintain certain leverage
ratios, and restrictions on certain actions without the consent of Silicon
Valley Bank, such as the disposal and acquisition of its business or
property, changes in business, ownership or location of collateral, mergers
or acquisitions, investments or transactions with affiliates, and paying
subordinated debt.

On July 26, 2005, the Company sold its wholly owned subsidiary, Mushkin Inc.
The total proceeds from the sale were approximately $1.8 million.  The
proceeds included cash of $900,000, assignment of accounts receivable of
$800,000 and a promissory note for $100,000.  In connection with the sale,
the Company incurred an impairment charge to goodwill of $3.4 million and to
long-lived assets of $359,000.

On August 29, 2005, Ramtron acquired Goal Semiconductor Inc. ("Goal"), a
privately held, fabless semiconductor manufacturer based in Montreal, Canada,
in a cash and stock transaction valued at approximately $7.6 million.
Ramtron acquired all of the outstanding capital stock and options of Goal
pursuant to Share Purchase Agreement and Stock Option Purchase and Sale
Agreements.  Ramtron also entered into the Escrow Agreement to provide for a
source of recovery for indemnification claims under the Share Purchase
Agreement.

                                   Page-5

The cash consideration paid for Goal was $2.4 million, which consisted of
$800,000 to stockholders pursuant to the Share Purchase Agreement and
$1,200,000 to 19 individuals pursuant to the Stock Option Purchase and Sale
Agreements, and payments for legal fees and other miscellaneous expenses
amounting to $0.4 million.  For the stock portion of the consideration,
Ramtron issued an aggregate of 1,951,389 new shares of its common stock,
valued at $5.5 million.  Pursuant to the registration rights covenants in the
Share Purchase Agreement, Ramtron filed a registration statement to register
the Ramtron Shares under the Securities Act of 1933, as amended.

On September 15, 2005, Ramtron executed an Amended and Restated Loan
Agreement ("Amended Loan Agreement") with Silicon Valley Bank, a subsidiary
of Silicon Valley Bancshares.  The Amended Loan Agreement provides for a
$3 million secured term-loan facility.  The Amended Loan Agreement replaces
the Company's Loan and Security Agreement dated July 1, 2005.  The Amended
Loan Agreement provides for interest at a floating rate equal to the prime
lending rate plus 1% per annum and a term of 36 months.  Security for the
Amended Loan Agreement includes all of the Company's assets except for real
estate.  The Company plans to draw upon term-loan facility for working
capital purposes as required.  The Company also entered into an Intellectual
Property Security Agreement with Silicon Valley Bank that secures the
Company's obligations under the Amended Loan Agreement by granting Silicon
Valley Bank a security interest in all of the Company's right, title and
interest in, to and under its intellectual property.

In September 2005, the Company failed to meet the maximum senior leverage
ratio covenant and the liquidity coverage covenant pursuant to terms of our
loan agreement with Silicon Valley Bank, which caused an event of default on
October 31, 2005.  This non-compliance was primarily a result of first-
quarter 2005 inventory charges taken for product yield issues; the impact of
the Goal Semiconductor acquisition on our September 30 cash balance, and
changes in the Company's foreign and domestic accounts receivable mix.  We
obtained a forbearance until December 15, 2005 from Silicon Valley Bank, and
we restructured the covenants to better align with the Company's business
practices during the forbearance period.  On December 30, 2005, the Company
entered into a Loan Modification Agreement which completed the restructuring
of its Amended and Restated Loan Agreement with Silicon Valley Bank.  The Loan
Modification Agreement provided for the waiver of the Company's event of
default on October 31, 2005, revised the financial covenants to better reflect
the Company's operations, and included a provision for the Company's
investment in its Canadian acquisition and payments pursuant to the recent
mortgage financing of the Company's Colorado Springs facility.

In October 2005, Ramtron revised its 2004 Financial Statements and 2005
Financial Statements to reflect Mushkin Inc. as a discontinued operation.

On December 2, 2005, Ramtron held its 2005 Annual Meeting of Stockholders, at
which time, the Company's 2005 Incentive Award Plan, previously approved by
the Company's Board of Directors, was approved by its stockholders.

                                   Page-6

The fifth remaining count of our previously disclosed patent interference
proceeding with National Semiconductor Corporation was sent to a Special
Master for a final ruling.  On December 12, 2005, the District Court for the
District of Columbia reversed the judgment of the Board of Patent Appeals and
Interferences and found that the claims of Ramtron's patent were supported by
an enabling disclosure.  Thus, Ramtron's patent was found to be entitled to
priority over National Semiconductor Corporation's patent application, and
pursuant to our agreement with National Semiconductor Corporation, we granted
a license with respect to this technology to National Semiconductor
Corporation.

On December 15, 2005, Ramtron, through its subsidiary, Ramtron LLC, for which
Ramtron International Corporation serves as sole member and sole manager,
closed a mortgage loan facility with American National Insurance Company.
Ramtron LLC entered into a promissory note evidencing the loan with the
principal amount of $4,200,000, with a maturity date of January 1, 2016,
bearing interest at 6.17%.  Ramtron LLC also entered into an for the benefit
of American National Insurance Company securing the Company's real estate as
collateral for the mortgage loan facility.

On December 30, 2005, the Board of Directors of Ramtron approved the
immediate acceleration of vesting of unvested and "out-of-the money" non-
qualified stock options previously awarded to officers and employees with
option exercise prices greater than $2.75.  The affected options held by
officers and employees had a range of exercise prices between $2.79 and
$4.45, with a weighted average exercise price of $3.57.  Options exercisable
for a total of 849,397 shares were accelerated.  No unvested options held by
outside directors were accelerated.  The closing price per share of the
Company's common stock on December 30, 2005 was $2.03.  All affected stock
options will continue to be governed by their respective original terms and
conditions.  Each of the Company's executive officers and certain other
employees entered into a Resale Restriction Agreement that imposes
restrictions on the sale of any shares received through the exercise of
accelerated options until the earlier of: the original vesting dates set
forth in the option agreement, termination of employment, or in connection
with a change in control pursuant to the terms of each individual's change of
control agreement.  The accelerated options represented approximately 13.7%
of the total of all of the Company's outstanding options at December 30,
2005.  The accelerated vesting of options is intended to eliminate any future
reportable compensation expense relating to the accelerated options upon the
adoption of Statement of Financial Accounting Standards (SFAS) No. 123(R),
"Share Based Payment," effective for the Company's fiscal year beginning in
the first quarter of 2006.  The Company's aggregate pre-tax compensation
expense that will be avoided is approximately $1.1 million, of which
approximately $650,000 would have been recognized in 2006.

On January 13, 2006, Mr. Greg B. Jones entered into a Severance Agreement and
General Release and Waiver of Claims upon Mr. Jones's resignation from his
position as the Company's President-Technology.  Mr. Jones resigned as a
director of the Company effective as of that same date.  Mr. Jones resigned
to pursue other professional and personal interests.

                                   Page-7

FINANCIAL INFORMATION BY SEGMENT

Following our divestiture discussed in Item 8. Financial Statements and
Supplementary Data - Note 11 of the Notes to Consolidated Financial
Statements, our continuing operations are conducted through one business
segment, our semiconductor business.  Our semiconductor business designs,
develops, markets, manufactures specialized semiconductor memories,
microcontrollers and integrated semiconductor solutions.

See Item 8. Financial Statements and Supplementary Data - Note 12 of the
Notes to Consolidated Financial Statements for certain financial information
concerning geographic financial information concerning the business of the
Company.

OVERVIEW OF BUSINESS

We are a fabless semiconductor company that designs, develops and markets
specialized semiconductor memory, microcontroller, and integrated
semiconductor solutions, used in many markets for a wide range of
applications. We pioneered the integration of ferroelectric materials into
semiconductor products, which enabled the development of a new class of
nonvolatile memory products, called ferroelectric random access memory
(FRAM). FRAM products merge the advantages of multiple memory technologies
into a single device that is able to retain information without a power
source, can be read from and written to at very fast speeds, written to many
times, consumes low amounts of power and simplifies the design of electronic
systems. In many cases, we are the sole provider of FRAM-enabled
semiconductor products, which facilitates close customer relationships, long
application lifecycles and the potential for high-margin sales.

We also integrate analog and mixed-signal functions such as microprocessor
supervision tamper detection, timekeeping, and power failure detection on a
single chip with our FRAM. This has enabled a new class of products that
addresses the growing market need for more efficient and cost effective
integrated products.

In 2005, we sold our products to over 200 customers primarily for
applications in the metering, computing and information systems, automotive,
communications, consumer and industrial, scientific and medical markets. We
sell our products through a direct sales force and a global network of
distributors.  We outsource the manufacturing of our products to third party
foundries and packaging and test companies, which allows us to focus our
internal efforts on product definition, design, testing, marketing and sales.

GENERAL INDUSTRY BACKGROUND

Semiconductor products are typically classified as analog, digital, or mixed
signal. Analog semiconductors are devices that have the ability to sense
continuous real-world parameters like voltage, flow, pressure, temperature,
velocity, and time. Digital semiconductors, such as memories or
microcontrollers, store or process information via circuit-based on and off
switches. Digital semiconductors store, process and manipulate data once the
analog components have conditioned the inputs or signals. Mixed-signal
semiconductors are integrated products that combine analog and digital
circuit functions into a single device and are generally considered the most
specialized and complex type of semiconductors in the market.

                                   Page-8

Memory Market
- -------------

Virtually all electronic systems incorporate semiconductor memory to enable
and enhance performance. The primary performance characteristics of memory
devices include: speed (the amount of time it takes to read and write data
from and to the device); density (how much data can be stored in the device);
power consumption, (how much power a device consumes when reading or writing
data); endurance (how many times data can be written onto a memory device
before it wears out); and volatility (whether or not the device can retain
data without power).  Volatile memory products rely on a random access memory
(RAM) architecture, which requires a constant power source to retain data but
allows data to be written and re-written quickly onto the device. The most
common volatile memories on the market today are dynamic random access
memories (DRAM), which are favored by designers for their density, and static
random access memories (SRAM), which are favored because of their speed.

Nonvolatile memories were originally designed using a read only memory (ROM)
architecture, which allows data to be written once and retained even when the
power is turned off or lost. Technology advances in ROM-based memories now
allow data to be written and erased multiple times as well as to retain data
without a power source. Despite these advances, ROM-based devices write
operations require a significant amount of power, are slow, and degrade
relatively quickly. The most common nonvolatile memory on the market today is
electrically erasable programmable read only memory (EEPROM), which is a low
density solution that is generally used because of its relative ease-of-use
compared to FLASH memory, which is used because of its low cost per bit and
high density data storage capability.

In an effort to create a nonvolatile memory with high read/write speeds, a
hybrid memory, called battery-backed SRAM (BBSRAM) was created. While BBSRAMs
allow higher speed data storage, the battery attachment makes the device
larger in size, more expensive, and introduces battery-related reliability,
lifetime and environmental issues.

EEPROM, FLASH, and BBSRAMs, are widely used by system designers and are more
or less standardized. As is the case with most commodities, price is the main
differentiator. While these products are widely produced and incorporated in
many applications, technical limitations such as write speed, power
consumption, endurance and ease of use prevent these nonvolatile memory
devices from being implemented in certain situations.

Due to the large market for semiconductor memory products and the technical
limitations of existing nonvolatile memory products, a market opportunity for
alternative memory technologies has evolved. To-date, ferroelectric random
access memory (FRAM) technology has overcome many of the limitations of
traditional nonvolatile memory and has attracted licensed suppliers who, with
us, have shipped well over 100 million units. This has made FRAM the most
commercially successful of the alternative nonvolatile memory technologies.
Other emerging technologies, such as magneto resistive random access memory
(MRAM), ovonics and molecular memory, are still in their early stages of
development and have yet to demonstrate commercial viability and achieve
market acceptance.

                                   Page-9

Microcontroller Products
- ------------------------

Microcontrollers (MCUs) are highly integrated devices that typically include
a central processing unit (CPU), memory, input/output (I/O) ports and timers.
Unlike a general-purpose computer, which also includes all of these
components, an MCU is designed to control or provide a very specific task
within a system. As a result, the parts can be simplified and shrunk to
reduce production costs.

MCUs are generally segmented by architectures ranging from 4-bit through
32-bit. 4-bit MCUs are relatively inexpensive but usually lack the minimum
performance and features required for product differentiation and are
typically used only to produce basic functionality in products. 16- and
32-bit architectures are typically higher performance but have historically
been considered too expensive for many high-volume applications. As a result,
we believe that 8-bit MCUs are generally perceived as the most cost-effective
processing solution for high volume requirements.

Integration Trend - Mixed-Signal Devices
- ----------------------------------------

In a typical system design, analog inputs are gathered by sensing devices and
then conditioned for use by digital circuits. Once the analog inputs are
converted into digital data by analog-to-digital conversion circuitry,
digital devices such as microcontrollers and memory are used to manipulate
and store the data, which is used to achieve a desired result or function in
the system.

Until recently, analog and digital functions were performed by stand-alone
components that worked alongside each other within the system. Due to the
increasing complexity of products, the advancement of product features and
the desire among original equipment manufacturers to decrease the size and
cost of electronic systems, the market has progressed toward integrating
analog and digital components into stand-alone mixed-signal semiconductor
devices. Analog products that are commonly integrated into an electronic
system include temperature sensors, op amps, and regulators. This analog
circuitry operates in conjunction with digital devices such as memories and
microcontrollers. Microcontrollers are digital devices that incorporate many
of the same functions as a computer but in a dramatically simplified form.
They are typically designed to control or perform very specific tasks in a
system. Advances in process technology and design capabilities now allow the
integration of analog and digital devices into a single device by either
embedding the functions onto a single chip or by combining them in a
multi-chip package. Integrating functions in a single device has enabled
lower overall system costs while increasing functionality and reducing board
space requirements. As a result, many integrated semiconductor solutions
generally recognize longer product life cycles and relatively higher product
margins.

                                   Page-10

OUR PRODUCTS
- ------------

We design, develop and market specialized semiconductor memory,
microcontroller and integrated semiconductor solutions used by customers
for a wide range of applications in the metering, computing and information
systems, automotive, communications, consumer and industrial, scientific and
medical markets. Our product portfolio is comprised of stand-alone and
integrated products and microcontroller devices.

We pioneered the use ferroelectric technology to produce nonvolatile
semiconductor memory products in commercial volumes. Our products have
distinct advantages over incumbent nonvolatile memory devices. FRAM products
combine the nonvolatile data storage capability of ROM with the benefits of
RAM, which include a high number of read and write cycles, high speed read
and write cycles, and low power consumption. Since demonstrating our first
product, we have expanded our FRAM product line to include various interfaces
and densities, which include industry-standard serial and parallel
interfaces; industry standard package types; and 4-kilobit, 16-kilobit,
64-kilobit, 256-kilobit and 1-megabit densities.

Our serial and parallel memories contain industry-standard interfaces that
are widely used in electronic applications. System designers use serial
memories to collect data due to their relative low cost. Serial memories
require fewer connections to the host system, and due to their small package
footprint, occupy less space on a circuit board. They are slower than other
types of memory because they deliver data serially through a single port,
which can require a system's processor to wait longer for the data it needs.
Our serial FRAM devices are faster than serial EEPROM devices because the
fast write speed of FRAM allows more frequent data transfers over the serial
bus to the processor.

Our parallel FRAM products are drop-in replacements for battery-backed SRAM
products (BBSRAM). FRAM parallel products offer comparable features and data
retention as BBSRAMs without the requirement of a battery, which increases
system reliability and reduces board space.  Parallel memory devices transfer
data faster than serial memories because they can deliver data through
several ports simultaneously. Although parallel memory devices are larger and
more costly than serial memory devices, they are well suited for
high-performance applications due to their inherent high read and write
speed capability.

Our standard microcontrollers are cost-effective, 8-bit, microcontrollers
that are drop-in replacements for industry standard 8051 MCUs. These products
feature memory for programmability and data storage, as well as
In-System/In-Application Programming (ISP/IAP) capabilities and standard
8051 peripherals. 8051 refers to an MCU developed by Intel in 1980 for use in
embedded products and is one of the most widely used microcontrollers on the
market.

                                   Page-11

Our integrated FRAM products, called Processor Companions, are single-chip
solutions that replace a number of individual system components to reduce
cost and board space. The Processor Companion family is the most integrated
FRAM product line developed to date and provides on a single chip the most
commonly needed system functions for a variety of applications. Processor
Companions typically combine nonvolatile FRAM with analog and mixed-signal
circuitry such as a real-time clock (RTC), a processor supervisor, and other
commonly needed peripheral functions. Processor Companions are available in a
variety of memory density and mixed-signal feature configurations. Processor
Companions are used in similar applications to our serial and parallel FRAM
memories but provide more of the system's functions with a single device. We
are currently developing an integrated device that will include a
microcontroller, FRAM, and mixed-signal functions in a single package.

Our integrated enhanced microcontrollers are feature-rich, highly-integrated
mixed-signal 8051 microcontrollers that offer a single-chip solution for a
broad range of signal conditioning, data acquisition and control
applications. These products include on-chip analog peripherals such as an
analog-to-digital (A/D) converter, pulse width modulators (can be used as
digital-to-analog (D/A) converters), a voltage reference, a programmable
current source, an uncommitted operational amplifier, digital potentiometers
and an analog switch, making them complete data acquisition System-on-Chip
(SoC) devices.

MARKETS

=============================================================================
     Select Nonvolatile Memory and Integrated Semiconductor Applications
- -----------------------------------------------------------------------------
     Meters                          Computing and Information Systems
     ------                          ---------------------------------
     Electric, Gas, Waste            RAID systems
     Taxi                            Keyboard, video, mouse switches
     Flow                            Servers
     Postage                         Network attached storage
     Automated Meter Reading         Storage area networks
                                     Printers and copiers
- -----------------------------------------------------------------------------
     Communications                  Automotive
     --------------                  ----------
     Short message system phones     Restraint systems
     Cell base stations              Smart airbag systems
     DSL line cards                  Body controls
     Portable GPS                    Car radio/DVD/Navigation systems
                                     Instrumentation clusters
- -----------------------------------------------------------------------------
     Consumer                        Industrial, Scientific and Medical
     --------                        ----------------------------------
     Plasma TV                       Medical instruments
     LCD TV                          Test equipment
     Set top box                     Motor controls
     High-tech toys                  Home automation
     Video game cartridges           RF/ID data logging
     Gaming machines
=============================================================================

                                   Page-12

Our engineering team has helped many customers develop leading-edge products
that benefit from our FRAM products' unique technological characteristics,
such as fast write speeds, high write endurance, low power, and accelerated
time-to-market. The following application examples illustrate the use of our
products in certain end markets.

Automotive - Electronic systems and semiconductor content in automobiles has
increased significantly over the past few years with the advent of more
sophisticated safety, entertainment, body control, and telematics systems. In
addition, the sensor count in automobiles has grown significantly over the
past few years, which is driving the need to process and store more data than
ever before.

Metering - The need to monitor power usage has become increasingly important
for utility companies as fuel prices have increased significantly over the
past few years. Worldwide, there is a significant demand for systems that
efficiently distribute power to areas of high demand. These trends have
driven the need for more sophisticated digital metering products that can
constantly track and report power usage data for utility companies. As a
result of our success in supplying FRAM products for one of the world's
largest digital metering installations, FRAM products are rapidly becoming
the favored nonvolatile memory technology for time-of-use and automated meter
reading applications.

Computing - Computing applications for our products have increased
significantly in recent years with a particular emphasis in multi-function
printers and copiers, laser and inkjet printers and hard disk array
controllers. The high write endurance of our FRAM products is the primary
reason multi-function printer and copier manufacturers use FRAM products in
their products, while the fast write capability and ability to store
information quickly upon power-down is the primary reason hard disk
controller manufacturers use our products.

Industrial, Scientific and Medical - The industrial, scientific and medical
market provides a large opportunity for FRAM products because it is
characterized by applications that are subject to unique and demanding
operating environments. FRAM products are well suited for these applications
due to their inherent high reliability features like high endurance and low
power consumption.

MANUFACTURING

We are a fabless semiconductor manufacturer that designs and develops new
products for production by third-party foundries. Our agreements with
third-party manufacturers are intended to enable us to avoid the large
capital expenditures that would otherwise be required to manufacture our
products in commercial volumes.

                                   Page-13

Although we have entered into license agreements with Fujitsu, Rohm, Toshiba
Corporation (Toshiba), Infineon and Texas Instruments that provide for the
potential development and manufacture of FRAM products, Fujitsu is currently
the sole manufacturer of our FRAM products. Fujitsu is required to notify us
at least two years in advance of any change in its ability, or intention, to
supply product wafers to us.

Our microcontroller products are manufactured by third party foundries,
including Taiwan Semiconductor Manufacturing Company (TSMC), Tower
Semiconductor and Dalsa Semiconductor with whom we do not have long-term
agreements. We believe that manufacturing capacity for our microcontroller
products is readily available for the foreseeable future. In addition, we
believe manufacturing capabilities and capacity for integrated products we
may develop would be readily accessed.

We subcontract with foreign companies to assemble and test our finished
products. Manufacturing services performed by such third parties are
conducted in accordance with processes designed by us or the third-party
manufacturers and are implemented under the supervision of our product
engineers or such third-party manufacturers.

PATENTS AND PROPRIETARY RIGHTS

We rely on a combination of patents, copyrights, trademarks and trade secrets
to establish and protect our intellectual property rights. We hold 102 United
States patents covering key aspects of our products and technology. These
patents will expire at various times between July 2007 and November 2023.
We have applied for 5 additional United States patents covering certain
aspects of our products and technology. We have also taken steps to apply for
patents in jurisdictions outside the U.S. on our products and technology. We
hold 4 non-U.S. issued patents and have 8 non-U.S. patent applications
pending. One non-U.S. patent is co-owned with Mitsubishi Materials
Corporation.

Our patents cover the fundamental aspects of FRAM technology, which we
believe significantly prohibit other companies from commercializing
ferroelectric-based memory and integrated products without a license from us.
We use our technological and engineering expertise to develop proprietary
technologies for high quality, technologically advanced products that meet
the complex and diverse needs of our customers. Our engineers have specific
know-how in FRAM technology-based product design.

We have licensed our FRAM technology to several companies, including Fujitsu,
Toshiba, Samsung Electronics Company, Ltd. (Samsung), Infineon, NEC and Texas
Instruments. We also have cross-licensing arrangements with National
Semiconductor and Symetrix Corporation. Some of these licensing arrangements
provide us with the right under certain conditions to call on the licensee's
manufacturing capacity as well as to receive and royalty payments while
others include only royalty provisions.

                                   Page-14

In April 2004 we entered into an agreement with National Semiconductor to
settle a long-standing patent interference dispute, which began in 1991 as a
patent interference proceeding that was declared in the U.S. Patent and
Trademark Office in regard to one of our issued U.S. patents. The patent
involved covers a basic ferroelectric memory cell design invention. Under the
terms of the settlement agreement, we abandoned four of the five claims in
our existing patent, which expire in 2007, two of National Semiconductor's
patent applications relating to the interference claims were assigned to us
and two others were retained by National Semiconductor. In addition, we have
agreed to license the existing patent at no cost to National Semiconductor,
and we and National Semiconductor have agreed to cross license any and all
future patents that may be issued from certain pending applications at no
additional cost to either company. As consideration for the assigned patent
applications and cross license provisions of the agreement, we will pay
National Semiconductor a total of $2.5 million in equal annual installments
of $250,000 through 2013. The fifth remaining count of the patent
interference proceeding with National Semiconductor Corporation was sent to a
Special Master for a final ruling.  On December 12, 2005, the District Court
for the District of Columbia reversed the judgment of the Board of Patent
Appeals and Interferences and found that the claims of Ramtron's patent were
supported by an enabling disclosure.  Thus, Ramtron's patent was found to be
entitled to priority over National Semiconductor Corporation's patent
application, and pursuant to our agreement with National Semiconductor
Corporation, we granted a license with respect to this technology to National
Semiconductor Corporation.

SEASONAL NATURE OF BUSINESS

We do not consider our operations to be seasonal.

CUSTOMERS

We serve direct customers worldwide, including OEMs and subcontract
manufacturers. Additionally, we serve distribution customers worldwide,
through which we indirectly serve a broad base of customers. Our customers
include industry leading OEMs in a broad range of industries, such as ENEL
Distribuzione SpA, Ricoh, and Ampy Automation; leading subcontract
manufacturers, such as Jabil Circuit, Celestica, and Flextronics, who build
end-market products incorporating our memory and integrated products; and
leading distributors, such as Tokyo Electron Device, Future Electronics, and
Polar Star International.

In fiscal year 2005, approximately 16% of our product sales were generated
from one customer, ENEL Distribuzione SpA (ENEL), which is the leading
utility company in Italy. ENEL uses our products in an advanced digital
electricity metering product that is being installed throughout Italy in
approximately 27-million locations. We expect to complete shipments for the
ENEL installation program in 2006, and expect that by the end of second
quarter of 2006, sales to ENEL will drop below 10% of our revenue.

                                   Page-15

Our sales have been relatively balanced across our major sales regions
including the Americas, Europe, Asia and Japan. As a result, we are not
particularly vulnerable to regional economic fluctuations in a specific part
of the world. For fiscal years 2005, 2004 and 2003, international sales
comprised approximately 90%, 87% and 92%, respectively, of our net revenue.

SALES AND MARKETING

We use a direct sales force and a global network of distributors to sell our
semiconductor products. In many cases, our distributors are responsible for
product demand creation through OEM customers who are not directly served by
our internal regional sales managers. For the year ended December 31, 2005,
approximately 62% of our product sales were to our distributor network, while
direct customers accounted for approximately 38% of our revenue.

As of December 31, 2005, we employed 25 people in our marketing and sales
organization.  In addition to our Colorado Springs, Colorado headquarters
facility, we maintain full-time sales and customer service personnel in
Canada, Japan, Europe, Hong Kong, South Korea, and China.  We have
distribution and/or representation relationships with more than 60 companies
worldwide, including North America, Europe, Japan and Asia. These
regionally-focused firms work with our regional sales managers in identifying
new customers, providing technical support and other value-added services to
customers, such as order processing, local inventory stocking, and management
of currency fluctuation risks.

BACKLOG

The rate of booking new orders varies from month to month and depends on
scheduling practices of individual customers.  Cyclical industry conditions
make it difficult for many customers to enter into long-term, fixed-price
contracts.  Delivery dates are adjusted at customers' request.  For the
foregoing reasons and because of the possibility of customer changes in
delivery schedules or cancellations of orders without significant penalty,
we do not believe that our backlog as of any particular date is firm or that
it is a reliable indicator of actual sales for any succeeding period.

COMPETITION

The semiconductor industry is intensely competitive. We compete with numerous
domestic and foreign companies.  Our products primarily compete on the basis
of price for functionality offered.  We may be at a disadvantage in competing
with many of these companies who have significantly greater financial,
technical, manufacturing and marketing resources, as well as more diverse
product lines that can provide cash flow during downturns in the
semiconductor industry.

                                   Page-16

We consider our FRAM products to be competitive with existing nonvolatile
memory devices such as EEPROM, BBSRAM and Nonvolatile SRAM (NVSRAM) products.
Although nonvolatile FLASH memory products are important in the high-density,
nonvolatile memory product market, our products do not currently compete in
that market. Both low-density and high-density nonvolatile memory products
are manufactured and marketed by major corporations possessing worldwide
wafer manufacturing and integrated circuit production facilities such as
ST-Microelectronics N.V., Atmel Corporation, and by specialized product
companies, like, Intersil Corporation, Maxim Integrated and Integrated
Silicon Solution Inc.

Our standard microcontroller products compete directly with industry standard
products offered by established semiconductor manufacturers such as Renasas,
Freescale, Microchip, NEC, Atmel, Philips and Zilog. We intend to use our
close customer relationships to sell in this intensely competitive
environment where we have a proven track record of providing individualized
design assistance and after sale support. Due to the more specialized nature
of our mixed signal enhanced microcontrollers, they are less susceptible to
the same level of competition as our industry standard microcontroller
products.

Our licensees may market products that compete with our FRAM products. Most
of our licensees have the right to manufacture and sell FRAM products,
however, with the exception of Fujitsu, we are not aware of any licensees
that market competitive FRAM products. Under our agreements with Rohm,
Toshiba, Fujitsu, Samsung, Infineon, NEC and Texas Instruments, we granted
each of those companies a non-exclusive license to FRAM technology, which
includes the right to manufacture and sell products using FRAM technology.
Most of these license agreements provide for the continuation of the license
rights to our technology and know-how after expiration or termination of the
agreements.

Competition affecting our FRAM products may also come from emerging
alternative nonvolatile technologies such as magnetic random access memory
or phase change memory, or other developing technologies.

RESEARCH AND DEVELOPMENT

We use our technological and engineering expertise to develop proprietary
technologies for high quality, technologically advanced products that meet
the complex and diverse needs of our customers. We intend to continue
leveraging and expanding our technological and engineering expertise to
develop new proprietary technologies and expand our product offerings.

We continue to make additional investments in research and development
for technologies and products. Current research and development activities
are focused on expanding our product offerings and securing additional
foundry capacity to meet our future needs.

                                   Page-17

We seek to maintain our leadership role in FRAM technology development by
working in cooperation with the world's leading semiconductor manufacturers
to further the development of our proprietary FRAM technology. For example,
we are working with Texas Instruments under a joint development agreement to
demonstrate low-voltage, embedded FRAM technology on an advanced 0.13 micron
manufacturing process and below. Under this agreement, we have received
certain consideration for a license to our FRAM technology and technical
development services.

ENVIRONMENTAL COMPLIANCE

Federal, state and local regulations impose various environmental controls on
the discharge of chemicals and gases used in our prototype manufacturing and
research and development processes.  We believe we have taken all necessary
steps to ensure that our activities comply with all applicable environmental
rules and regulations.  We are not party to any known violation of
environmental controls.  A future failure by us to comply with such
environmental rules and regulations regarding the discharge of hazardous
substances could subject us to substantial liabilities or could adversely
affect our limited manufacturing operations.  We believe that the risk of a
future failure or violation are remote due to the nature of its current
operations.

EMPLOYEES

We have approximately 110 employees, including 44 in research and
development, 23 in manufacturing, 25 in marketing and sales, and 18 in
administration.  None of our employees are represented by a collective
bargaining agreement, nor have we ever experienced any work stoppage.  None
of our non-executive employees currently have employment contracts or
post-employment non-competition agreements.  We believe that our employee
relations are good.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

See "Item 8.  Financial Statements and Supplementary Data - Note 12 of the
Notes to Consolidated Financial Statements" for certain financial information
concerning geographic area information.

                          AVAILABLE INFORMATION

We make available financial information, new releases, news releases and
other information on our website at www.ramtron.com.  There is a direct link
from the website to our Securities and Exchange Commission (SEC) filings via
the EDGAR database, where our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and any amendments to those
reports are filed.  Such reports are available free of charge on our website
via a link to the SEC's website, as soon as reasonably practicable after we
file such reports and amendments with or furnish them to the SEC.  In
addition, such reports are also available free of cost by contacting Investor
Relations, 1850 Ramtron Drive, Colorado Springs, Colorado  80921.
Stockholders can also obtain such reports directly from the SEC at no charge
at the SEC's website (www.sec.gov).

                                   Page-18

Item 1A.  RISK FACTORS

We have historically incurred losses from operations since our inception and
our achievement of sustained profitability is uncertain.

Our ability to achieve and maintain our profitable operations is subject to
significant risks and uncertainties, including, but not limited to, our
ability to successfully sell our products at prices that are sufficient to
cover our operating costs, to enter into additional technology development
and license arrangements, to obtain sufficient contract manufacturing
capacity and, if and as may be necessary, to raise additional financing to
fund our increased operations. There is no guarantee that we will be
successful in addressing such risks successfully.

We incurred net losses during 2005 of $6.5 million.  We recognized net income
of $3.6 million in 2004 for the first time since the Company's inception. We
have spent substantial amounts of money in developing our products in our
efforts to obtain commercial manufacturing capabilities for those products.
Our ability to increase revenue or achieve profitability in the future will
depend substantially on our ability to increase sales of our products by
gaining new customers and increasing sales to our existing customers, to
reduce manufacturing costs, to increase significantly sales of existing
products and to introduce and sell new products successfully.

We have limited cash flows, and we may have limited ability to raise
additional funds to finance our operation.

In view of our expected future working capital requirements in connection
with the fabrication and sale of our nonvolatile memory, microcontroller and
integrated semiconductor products, as well as our projected research and
development and other operating expenditures, we may be required to seek
additional equity or debt financing. We cannot be sure that any additional
financing or other sources of capital will be available to us on acceptable
terms, or at all. The inability to obtain additional financing when needed
would have a material adverse effect on our business, financial condition and
operating results and could adversely affect our ability to continue our
business operations. If additional financing is obtained, any issuance of
common or preferred stock to obtain funding would result in further dilution
of our existing stockholders' interests.

If we fail to protect our intellectual property, or if others use our
proprietary technology without authorization, our competitive position may
suffer.

Our future success and competitive position depend in part upon our ability
to obtain and maintain proprietary technology used in our products.  We
protect our intellectual property rights through a combination of patent,
trademark, copyright and trade secret laws, as well as licensing agreements
and employee and third party non-disclosure and assignment agreements. We
cannot be assured that any of our patent applications will be approved or
that any of the patents that we own will not be challenged, invalidated or
circumvented by others or be of sufficient scope or strength to provide us
with any meaningful protection or commercial advantage.

                                   Page-19

Policing the unauthorized use of our intellectual property is difficult and
costly, and we cannot be certain that the steps we have taken will prevent
the misappropriation or unauthorized use of our technologies, particularly in
foreign countries where the laws may not protect our proprietary rights as
fully as in the United States. In addition, we cannot be certain that we will
be able to prevent other parties from designing and marketing semiconductor
products or that others will not independently develop or otherwise acquire
the same or substantially equivalent technologies as ours.

We may be subject to intellectual property infringement claims that result in
costly litigation and could harm our business and ability to compete.
Our industry is characterized by the existence of a large number of patents,
as well as frequent claims and related litigation regarding these patents and
other intellectual property rights. In particular, many leading semiconductor
memory companies have extensive patent portfolios with respect to
manufacturing processes, product designs, and semiconductor memory
technology, including ferroelectric memory technology. We may be involved in
litigation to enforce our patents or other intellectual property rights, to
protect our trade secrets and know-how, to determine the validity of property
rights of others, or to defend against claims of invalidity. This type of
litigation can be expensive, regardless of whether we win or lose. Also, we
cannot be certain that third parties will not make a claim of infringement
against us or against our company licensees in connection with their use of
our technology. Any claims, even those without merit, could be time consuming
to defend, result in costly litigation and diversion of technical and
management personnel, or require us to enter into royalty or licensing
agreements. These royalty or licensing agreements, if required, may not be
available to us on acceptable terms or at all. A successful claim of
infringement against us or one of our semiconductor manufacturing licensees
in connection with our use of our technology could harm our business.

Earthquakes, other natural disasters and power shortages or interruptions may
damage our business.

Some of our contract manufacturers' facilities are located near major
earthquake faults. If a major earthquake or other natural disaster occurs
which damages those facilities or restricts their operations, our business,
financial condition and results of operations would be materially adversely
affected. A major earthquake or other natural disaster near one or more of
our major suppliers, like the one that occurred near the manufacturing
facility of our FRAM foundry wafer supplier, Fujitsu, Ltd. (Fujitsu), in
Iwate, Japan in May 2003, could disrupt the operations of those suppliers,
which could limit the supply of our products and harm our business.

Our future success depends in part on the continued service of a relatively
small number of key design engineering, sales, marketing and executive
personnel, and if we are unable to attract additional personnel or retain our
key personnel, our business will suffer.

                                   Page-20

Our future success depends, among other factors, on the continued service of
our key technical and management personnel and on our ability to continue to
attract and retain qualified employees. We are particularly dependent on the
highly skilled design, process, materials and testing engineers involved in
the development and manufacture of our semiconductor products and processes.
The competition for these personnel is intense, and the loss of key
employees, including executive officers, or our inability to attract
additional qualified personnel in the future, could have both an immediate
and a long-term adverse effect on us. There can be no assurance that we can
retain them in the future.  In addition, none of our U.S. employees have
entered into post-employment, non-competition agreements with us and,
therefore, our employees are not contractually restricted from providing
services to our competitors.

Risks Related to Our Products
- -----------------------------

Our products are complex and may contain defects that could lead to product
liability, an increase in our costs or a reduction in our revenue.

Our products are complex and may contain defects, particularly when first
introduced or as new versions are released. If we develop integrated
semiconductor products containing functions in addition to memory as planned,
the overall complexity of our products will increase substantially.  We
rely primarily on our in-house testing personnel to design test operations
and procedures to detect any defects prior to delivery of our products to our
customers. Because our products are manufactured by third parties, should
problems occur in the operation or performance of our products, we may
experience delays in meeting key introduction dates or scheduled delivery
dates to our customers. These defects also could cause us to incur
significant re-engineering costs, divert the attention of our engineering
personnel from our product development efforts and cause significant customer
relations and business reputation problems. Any defects could require product
replacement or recall or we could be obligated to accept product returns. Any
of the foregoing could impose substantial costs and harm our business.
Product liability claims may be asserted with respect to our products. Our
products are typically sold at prices that are significantly lower than the
cost of the end-products into which they are incorporated. A defect or
failure in our product could cause failure in our customer's end-product, so
we could face claims for damages that are disproportionately higher than the
revenue and profits we receive from the products involved. There can be no
assurance that any insurance we maintain will sufficiently protect us from
any such claims.

Because our products typically have lengthy sales cycles, we experience
substantial delays between incurring expenses related to development of our
products and the generation of revenue from those products.

                                   Page-21

Product sales cycle usually requires more than 18 months to realize volume
shipments after we first identify a customer opportunity. We first work with
customers to achieve a design "win" (inclusion of our product in the
customer's product design), which may take several months or longer. Our
customers then complete their product design, testing and evaluation process
and begin to ramp-up production, a period that typically lasts an additional
six months or longer. As a result, a significant period of time may elapse
between our development of product and our realization of revenue, if any,
from volume purchasing of our products by our customers. A delay or
cancellation of a customer's plans after a design win could significantly
adversely affect our financial results because we may have incurred
significant expense and generated no revenue.

We depend on a small number of suppliers for the supply of our products and
the success of our business may be dependent on our ability to maintain and
expand our relationships with foundries and other suppliers.

We currently rely on a single unaffiliated foundry at Fujitsu to manufacture
all of our FRAM products and other contract manufacturers and unaffiliated
semiconductor foundries to manufacture our microcontroller and HVDAC
products. Reliance on this foundries involves several risks, including
capacity constraints or delays in the timely delivery of our products,
reduced control over delivery schedules and the cost of our products,
variations in manufacturing yields, dependence on the foundry for quality
assurance, and the potential loss of production due to seismic activity,
weather conditions and other factors beyond our control. Although we
continuously evaluate sources of supply and may seek to add additional
foundry capacity, there can be no assurance that such additional capacity can
be obtained at acceptable prices, if at all. We are also subject to the risks
of service disruptions and raw material shortages affecting our foundry
supplier, which could also result in price increases to us. The occurrence of
any supply or other problem resulting from these risks could have a material
adverse effect on our revenue and results of operations. We also rely on
domestic and foreign subcontractors for die assembly and testing of products,
and are subject to risks of disruption of these services and possible quality
problems.

We cannot provide any assurance that foundry or packaging and testing
services will be available to us on terms and conditions, and at the times,
acceptable to us. If we are unable to obtain foundry and packaging and
testing services meeting our needs, we may be unable to produce products at
the times and for the costs we anticipate and our financial condition and
results of operations will be materially adversely affected.

                                   Page-22

To address our FRAM wafer supply concerns, we plan to continue to seek to
expand our primary foundry capability at Fujitsu and to acquire secondary
foundry capability. To obtain additional manufacturing capacity, we may be
required to make deposits, equipment purchases, loans, joint ventures, equity
investments or technology licenses in or with wafer fabrication companies.
Even if we were able to make such an arrangement, these transactions could
involve a commitment of substantial amounts of our capital and technology
licenses in return for production capacity. We may be required to seek
additional debt or equity financing if we need substantial capital in order
to secure this capacity and we cannot assure you that we will be able to
obtain such financing on acceptable terms, if at all. Even if we enter into a
secondary foundry relationship any new manufacturing capacity is not likely
to be available for at least 18 to 24 months after reaching an agreement, due
to significant effort required to develop and qualify for manufacturing a
FRAM technology process. Our financial condition and results of operations
could be materially adversely affected by the loss of Fujitsu as a supplier
or our inability to obtain additional foundry capacity.

We are a relatively small company with limited resources, compared with some
of our current and potential competitors, and we may not be able to compete
effectively and increase market share.

Our nonvolatile memory, microcontrollers and integrated semiconductor
products, which presently account for substantially all of our revenue,
compete against products offered by ST Micro, Renasas, Freescale, Microchip,
NEC, Atmel, Philips and Zilog as well as specialized product companies like
Atmel Corporation, Intersil Corp., Catalyst Semiconductor, Microchip, Maxim,
and Integrated Silicon Solution Inc. Our standard microcontroller products
compete directly with industry standard products offered by established
semiconductor manufacturers such as Renasas, ST Micro, Freescale
Semiconductor, Inc., Microchip, NEC Corporation (NEC), Atmel and Zilog, as
well as any new entrants to the market. Many of our current and potential
competitors have longer operating histories, significantly greater financial
and personnel resources, better name recognition and a larger base of
customers than we have. In addition, many of our competitors have their own
facilities for the production of semiconductor memory components or have
recently added significant production capacity. As a result, these
competitors may have greater credibility with our existing and potential
customers. They also may be able to adopt more aggressive pricing policies
and devote greater resources to the development, promotion and sale of their
products than we can to ours. In addition, some of our current and potential
competitors have already established supplier or joint development
relationships with the decision makers at our current or potential customers.
These competitors may be able to leverage their existing relationships to
discourage their customers from purchasing products from us or persuade them
to replace our products with their products. These and other competitive
pressures may prevent us from competing successfully against current or
future competitors, and may materially harm our business. Competition could
decrease our prices, reduce our sales, lower our gross profits or decrease
our market share.

                                   Page-23

Emerging technologies and standards may pose a threat to the competitiveness
of our products.

Competition affecting our FRAM products may also come from alternative
nonvolatile technologies such as magnetic random access memory or phase
change memory, or other developing technologies. We cannot assure you that we
will be able to identify new product opportunities successfully, develop and
bring to market new products, achieve design wins or respond effectively to
new technological changes or product announcements by our competitors. In
addition, we may not be successful in developing or using new technologies or
in developing new products or product enhancements that achieve market
acceptance. Our competitors or customers may offer new products based on new
technologies, industry standards or end-user or customer requirements,
including products that have the potential to replace or provide lower-cost
or higher-performance alternatives to our products. The introduction of new
products by our competitors or customers could render our existing and future
products obsolete or unmarketable.

Success of our future products is substantially dependent on widespread
market acceptance of FRAM memory products rather than a different industry
standard for memory products.

Substantially all of our current revenue is from sales of our FRAM
stand-alone nonvolatile memory devices or devices containing embedded FRAM
nonvolatile memory.  Some of our integrated semiconductor memory solutions
will likely include FRAM memory. A memory technology other than FRAM
nonvolatile memory technology may be adopted as an industry standard. Our
competitors are generally in a better financial and marketing position than
we are from which to influence industry acceptance of a particular memory
technology. In particular, a primary source of competition may come from
alternative technologies such as magnetic random access memory or phase
change memory devices or technology. To the extent our competitors are able
to promote a nonvolatile memory technology other than FRAM as an industry
standard; our business will be seriously harmed.

Our research and development efforts are focused on a limited number of new
technologies and products, and any delay in the development, or the
abandonment, of these technologies or products by industry participants, or
their failure to achieve market acceptance, could compromise our competitive
position.

Our FRAM semiconductor memory, microcontroller and integrated semiconductor
products are used as components in electronic devices in various markets. As
a result, we have devoted and expect to continue to devote a large amount of
resources to develop products based on new and emerging technologies and
standards that will be commercially introduced in the future. Our research
and development expense for the year ended December 31, 2005, was $7.6
million, or 22% of our revenue. A number of large companies are actively
involved in the development of new technologies and standards for
semiconductor memories.

                                   Page-24

Should any of these companies delay or abandon their efforts to develop
commercially available products based on new technologies and standards, our
research and development efforts with respect to these technologies and
standards likely would have no appreciable value. In addition, if we do not
correctly anticipate new technologies and standards, or if the products that
we develop based on these new technologies and standards fail to achieve
market acceptance, our competitors may be better able to address market
demand than we would. Furthermore, if markets for these new technologies and
standards develop later than we anticipate, or do not develop at all, demand
for our products that are currently in development would suffer, resulting in
lower sales of these products than we currently anticipate. We cannot be
certain that any product we develop for these standards will achieve market
acceptance.

If we do not continually develop new generations of FRAM and integrated
semiconductor products that achieve market acceptance, our revenue may
decline.

We need to develop new product designs and new process technology and
continue to develop our ferroelectric materials and manufacturing processes.
We design our FRAM products, which we have manufactured at our contract
manufacturer's facilities using 0.5 and 0.35 micron manufacturing processes.
We believe that our ability to compete in the markets in which we expect to
sell our FRAM, microcontroller and integrated semiconductor products will
depend, in part, on our ability to produce products in smaller feature sizes
and also our ability to incorporate effectively mixed-signal and other
semiconductor functions with our FRAM products. Our inability to successfully
produce new generations of FRAM, microprocessor and integrated semiconductor
products would harm our ability to compete and our operating results.

We have a limited operating history in creating and marketing mixed-signal
products and have had very limited revenue from those products. If we fail to
introduce new products in a timely manner or are unable to manufacture such
products successfully, or if our customers do not successfully introduce new
systems or products incorporating our products, or if market demand for our
new products does not develop as anticipated, our business, financial
condition and results of operations could be seriously harmed.

Risks Related to Our Sales
- --------------------------

We are subject to risks relating to product concentration and lack of revenue
diversification.

                                   Page-25

We derive a substantial portion of our revenue from fewer than 16 products,
and we expect these products to continue to account for a large percentage of
our revenue in the near term. Continued market support of these products is,
therefore, critical to our future success. In addition, substantially all of
our FRAM products that we have sold include technology related to one or more
of our issued U.S. patents. If these patents are found to be invalid or
unenforceable, our competitors could introduce competitive products that
could reduce both the volume and price per unit of our products. Our
business, operating results, financial condition and cash flows could
therefore be adversely affected.

We must build products based on demand forecasts; if such forecasts are
inaccurate, we may incur significant losses.

Although we consider the market demand for our products to be less volatile
than is the case with standard memory components, we must order products and
build inventory substantially in advance of product shipments, and there is a
risk that, because customers' requirements for our products is subject to
fluctuation, we will forecast incorrectly and produce excess or insufficient
inventories of particular products. Our customers' ability to reschedule or
cancel orders without significant penalty could adversely affect our
liquidity, as we may be unable to adjust our purchases from independent
foundries to match such customer changes and cancellations. We have in the
past produced excess quantities of certain products, which has had an
adverse effect on our results of operations for the period. There can be no
assurance that in the future we will not produce excess quantities of any of
our products. To the extent we produce excess or insufficient inventories of
particular products, our results of operations could be adversely affected.

We compete in various markets with our FRAM technology licensees, which may
reduce our product sales.

We have licensed the right to fabricate products based on our FRAM technology
and memory architecture to certain independent semiconductor device
manufacturers. Fujitsu, on which we depend for our FRAM wafer supply, markets
certain FRAM memory products that compete with certain of our FRAM products.
Some of our licensees have suspended or terminated their FRAM initiatives,
while others may still be pursuing a possible FRAM-based technology
initiative or product development without our knowledge. We expect
manufacturers that develop products based on our technology will sell such
products worldwide. We are entitled to royalties from sales of FRAM products
by some but not all of these licensees, and we have the right under certain
of our licensing agreements to negotiate an agreement for a fraction of the
licensee's FRAM manufacturing capacity. Our licensees may, however, give the
development and manufacture of their own FRAM products a higher priority than
ours. Any competition in the marketplace from FRAM products manufactured and
marketed by our licensees, could reduce our product sales and harm our
operating results.

                                   Page-26

We may not be able to replace our expected reduced revenue from ENEL in a
timely manner, which could adversely affect our business.

In 2005, 2004, and 2003, approximately 16%, 46%, and 60%, respectively, of
our FRAM product sales were generated from one customer, ENEL Distribuzione
SpA (ENEL) of Italy. Our FRAM product sales to ENEL are expected to end
substantially by mid-2006. The reduction of product sales to ENEL, without a
corresponding increase in revenue from other customers, may result in
significant decreases in our revenue, which would harm our cash flows,
operating results and financial condition.

We rely on distributors for a substantial portion of our revenue and if our
relationships with one or more of those distributors were to terminate, our
operating results may be harmed.

We market and distribute our products primarily through authorized
independent distributors, which typically offer competing products. These
distribution channels have been characterized by rapid change, including
consolidations and financial difficulties. Distributors have accounted for a
significant portion of our net revenue in the past. In 2005, approximately
62% of our product sales were generated through distributors.  If we were to
lose our distributors, we might not be able to obtain other distributors to
represent us or new distributors might not have sufficiently strong
relationships with the current end customers to maintain our current level of
net sales. Additionally, the time and resources involved with the changeover
and training could have an adverse impact on our business in the short term.

We do not typically enter into long-term arrangements with our distributors
and resellers, and we cannot be certain as to future order levels from our
distributors and resellers. When we do enter into long-term arrangements, the
contracts are generally terminable at the convenience of either party and it
may be difficult to replace that source of revenue in the short-term upon
cancellation.

Our business depends on these third parties to sell our products. As a
result, our operating results and financial condition could be materially
adversely affected by the loss of one or more of our current distributors and
resellers, additional volume pricing arrangements, order cancellations, delay
in shipment by one of our distributors or resellers or the failure of our
distributors or sellers to successfully sell our products.

Failure to manage our distribution channel relationships could impede our
future growth.

                                   Page-27

The future growth of our business will depend in large part on our ability to
manage our relationships with current and future distributors, to develop
additional channels for the distribution and sale of our products, and to
manage these relationships. As we execute our indirect sales strategy, we
must manage the potential conflicts that may arise with our direct sales
efforts. For example, conflicts with a distributor may arise when a customer
begins purchasing directly from us rather than through the distributor. The
inability to successfully execute or manage a multi-channel sales strategy
could impede our future growth. Management of our sales channels requires a
significant amount of our management's time and system resources to manage
properly. If we fail to manage our sales channels, including the sales
channels we must develop for current and future products, we will not be able
to increase our sales and our results of operations will be materially
adversely affected.

International sales comprise a significant portion of our product sales,
which exposes us to foreign political and economic risks.

For fiscal years 2005, 2004, and 2003, international sales comprised
approximately 90%, 87% and 92%, respectively, of our net revenue. The
increase in export sales as a percentage of total sales is in part due to an
increase in the utilization of contract manufacturing services in Asia by our
customers in the U.S. and Europe. We expect that international sales will
continue to represent a significant portion of our product sales in the
future. As a result of the large foreign component of our revenue, we are
subject to a number of risks resulting from such operations.

Such risks include political and economic instability and changes in
diplomatic and trade relationships, foreign currency fluctuations, unexpected
changes in regulatory requirements, delays resulting from difficulty in
obtaining export licenses for certain technology, tariffs and other barriers
and restrictions, and the burdens of complying with a variety of foreign
laws.  There can be no assurance that such factors will not adversely impact
our results of operations in the future or require us to modify our current
business practices.

The majority of our revenue, expense and capital purchasing activities is
transacted in U.S. dollars. However, because a portion of our operations
consists of activities outside of the United States, we have commenced
certain transactions in other currencies, the Japanese Yen and Canadian
dollars. As part of our risk management strategy, we frequently evaluate our
foreign currency exchange risk by monitoring market data and external factors
that may influence exchange rate fluctuations. As a result, we may in the
future engage in transactions involving the short-term hedging of foreign
currencies, with maturities generally not exceeding two years to hedge
assets, liabilities, revenue and purchases dominated in foreign currencies.

                                   Page-28

Our business is also subject to risks generally associated with doing
business with foreign subcontractors including, but not limited to foreign
government regulations and political and financial unrest which may cause
disruptions or delays in shipments to our customers or access to our
inventories.  Our business, financial condition and results of operations may
be materially adversely affected by these or other factors related to our
international operations.

Risks Related to Our Acquisitions
- ---------------------------------

Any acquisitions we make could disrupt our business and harm our financial
condition.

As part of our strategy to increase our revenue and expand our product lines,
we continue to evaluate opportunities to acquire other businesses,
intellectual property or technologies that would complement our current
offerings, expand the breadth of our markets or enhance our technical
capabilities. We funded our recent acquisition of Goal Semiconductor, Inc.
("Goal") by issuing our common stock and used our available cash resources,
including our line of credit. Future acquisitions that we may make or joint
ventures that we may enter into with other companies, could require us to
incur debt or contingent liabilities or require us to issue equity securities
that could cause the trading price of our stock to decline. Our acquisitions,
including the acquisition of Goal, and other potential acquisitions that we
may make, or joint ventures that we may enter into, entail a number of risks
that could materially and adversely affect our business and operating
results, including:

- -  problems integrating the acquired operations, technologies or products
   with our existing business and products;

- -  the diversion of management's time and attention from our core business;

- -  the need for financial resources above our planned investment levels;

- -  difficulties in retaining business relationships with suppliers and
   customers of the acquired company;

- -  risks associated with entering markets in which we lack prior experience;

- -  risks associated with the transfer of rights and licenses of intellectual
   property;

- -  the potential loss of key employees of the acquired company; and

- -  the potential impairment of related goodwill and intangible assets.

                                   Page-29

We expect that our recent acquisition of Goal will reduce our net income per
share and may cause us to incur losses.

Goal was not profitable at the time of acquisition, and we expect that the
acquisition will result in a decrease in our net income and reduction in our
gross margin for the foreseeable future. The acquisition could fail to
produce the longer term product synergies and operational benefits that we
anticipate and could have other adverse effects that we currently do not
foresee. As a result of those or other factors, the acquisition may not
produce the financial results that we expect and may cause our future
financial results to be worse than we would have achieved on a stand-alone
basis.

Our acquisition of Goal results in increased demands on our management that
we may not successfully accomplish.

In order to operate successfully as a combined organization, we must employ
common information and communication systems, operating procedures, financial
controls and human resources practices. The successful and timely design,
development, qualification and production of products may be hindered by
management obstacles that we face in integrating of Goal. The demands on
management resulting from the acquisition may divert their attention from our
ongoing operations, causing our results of operation to be adversely
affected. The difficulties we face are exacerbated by doing business in a
foreign country where the business culture is different from ours and where
many communications are conducted in the French language, which our
management does not speak fluently.

Although we performed due diligence investigation before the acquisition, we
may not have identified Goal's material financial reporting weaknesses or
deficiencies in financial controls, nor undisclosed liabilities and
obligations, which may result in losses and liabilities for which we will not
have indemnification.

We may also discover that Goal is subject to product and other liabilities
that were not disclosed to us and which exceed Goal's shareholders'
indemnification obligation to us.

Our recourse to the Goal shareholders for most claims we may have under the
acquisition agreement for defaults and misrepresentations is limited to $0.5
million, and we have no recourse after one year following the date of
acquisition, except for fraud, tax and certain other claims as to certain of
the Goal shareholders. If we are required to expend costs in excess of our
expectation to implement upgraded internal financial controls systems, or to
satisfy liabilities for which we are not indemnified, our financial condition
and results of operations would be materially adversely affected.

                                   Page-30

Risks Related to Foreign Operations
- -----------------------------------

We may not be successful in managing foreign operations.

We have limited experience in operating a business in a foreign country.
Foreign operations involve us in a variety of risks, including the following
risks that, if not successfully overcome, will materially adversely affect
our financial condition and results of operations:

- -  unanticipated changes in regulatory requirements, taxes, trade laws,
   tariffs, export quotas, custom duties or other trade restrictions;

- -  differing regulations with regard to maintaining operations,
   products and public information in different languages;

- -  differing labor regulations, where labor laws are generally more
   advantageous to employees, compared with the United States;

- -  more stringent regulations relating to data privacy and the unauthorized
   use of, or access to, commercial and personal information;

- -  greater difficulty in supporting the development and qualification of
   customer-specific products addressing large markets, which we foresee will
   be required if our new products are to be marketed in commercial volumes;
   and

- -  challenges inherent in efficiently managing an increased number of
   employees over the larger geographic distances and in a foreign country,
   including the need to implement appropriate systems, policies, benefits
   and compliance programs.

Accounting and Regulatory Risks
- -------------------------------

Evolving regulation of corporate governance and public disclosure may result
in additional expenses and continuing uncertainty.

Changing laws, regulations and standards relating to corporate governance and
public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC
regulations as well as the listing standards of The Nasdaq Stock Market, are
creating uncertainty for public companies. We continually evaluate and
monitor developments with respect to new and proposed rules and cannot
predict or estimate the amount of the additional costs we may incur or the
timing of such costs. These new or changed laws, regulations and standards
are subject to varying interpretations, in many cases due to their lack of
specificity, and as a result, their application in practice may evolve over
time as new guidance is provided by regulatory and governing bodies. This

                                   Page-31

could result in continuing uncertainty regarding compliance matters and
higher costs necessitated by ongoing revisions to disclosure and governance
practices. We are committed to maintaining high standards of corporate
governance and public disclosure. As a result, we have invested resources to
comply with evolving laws, regulations and standards. This investment may
result in increased general and administrative expenses and a diversion of
management time and attention from revenue-generating activities to
compliance activities. If our efforts to comply with new or changed laws,
regulations and standards differ from the activities intended by regulatory
or governing bodies due to ambiguities related to practice, regulatory
authorities may initiate legal proceedings against us and we may be harmed.

Should we, or our independent public accounting firm, determine in future
fiscal periods that we have material weaknesses in our internal controls over
financial reporting, the reliability of our financial reports may be
impacted, and our results of operations or financial condition may be harmed
and the price of our common stock may decline.

We incurred significant inventory valuation adjustments in 2005 and 2004, and
we may incur additional significant inventory valuation adjustments in the
future.

We typically plan our production and inventory levels based on our internal
forecasts of customer demand, which are unpredictable even though our
products are often specified in our customers' product designs. Our
customers' order volumes can fluctuate materially in advance of product
shipments. The value of our inventory is dependent on our estimate of future
average selling prices, and, if our projected average selling prices are over
estimated, we may be required to adjust our inventory value to reflect the
lower of cost or market.

Recent changes in accounting standards regarding stock option plans could
limit the desirability of granting stock options, which could harm our
ability to attract and retain employees, and could also negatively impact our
results of operations.

On December 16, 2004, the Financial Accounting Standards Board issued FASB
Statement No. 123R, Share Based Payment, which requires all companies to
treat the fair value of stock options granted to employees as an expense. As
a result of this standard, effective for periods beginning after January 1,
2006, we and other companies are required to record a compensation expense
equal to the fair value of each stock option granted. We are currently
assessing our valuation options allowed in this standard. This change in
accounting standards reduces the attractiveness of granting stock options
because of the additional expense associated with these grants, which would
negatively impact our results of operations. Nevertheless, stock options are

                                   Page-32

an important employee recruitment and retention tool, and we may not be able
to attract and retain key personnel if we reduce the scope of our employee
stock option program. Accordingly, even though we have not quantified the
dollar amount of this standard at this time, the result will have a negative
impact on our earnings starting with the accounting period beginning
January 1, 2006. In addition, the new standard could negatively impact our
ability to use stock options as an employee recruitment and retention tool in
the future.

We are subject to environmental laws which are subject to change and may
restrict the marketability of certain of our products, which could adversely
impact our financial performance or expose us to future liabilities.

We are subject to laws and regulations relating to the use of and human
exposure to hazardous materials. Our failure to comply with these laws and
regulations could subject us to future liabilities or result in the
limitation or suspension of the sale or production of product, including
without limitation, products that do not meet the various regulations
relating to use of lead-free components in products. These regulations
include the European Union's Restrictions on Hazardous Substances (RoHS),
Directive on Waste Electrical and Electronic Equipment, and the directive on
End of Life for Vehicles (ELV); California's SB20 and SB50 which mimic RoHS;
and China's WEEE adopted by the State Development and Reform Commission. RoHS
is scheduled to take effect on July 1, 2006. New electrical and electronic
equipment sold after that date in the European Union may not exceed specified
concentration levels of any of the six RoHS substances (lead, cadmium,
hexavalent chromium, mercury, PBB, and PBDE) unless the equipment falls
outside the scope of RoHS or unless one of the RoHS exemptions is satisfied.
Our products as manufactured contain lead, but in ceramic form (the
ferroelectric memory capacitor) and at levels below the threshold
concentration levels specified by RoHS and similar directives. However, these
directives are still subject to amendment and such changes may be unfavorable
to our products. Any supply of products that infringe applicable
environmental laws may subject us to penalties, customer litigation or
governmental sanctions, which may result in financial harm to us.

Our business is subject to strict environmental regulations and legal
uncertainties, which could impose unanticipated requirements on our business
in the future and subject us to liabilities.

Federal, state and local regulations impose various environmental controls on
the discharge of chemicals and gases used in the manufacturing processes of
our third-party foundry and contract manufacturers. Compliance with these
regulations can be costly. Increasing public attention has been focused on
the environmental impact of semiconductor operations. Any changes in
environmental rules and regulations may impose the need for additional
investments in capital equipment and the implementation of compliance
programs in the future.

                                   Page-33

Any failure by us or our foundries or contract manufacturers to comply with
present or future environmental rules and regulations regarding the discharge
of hazardous substances could subject us to serious liabilities or cause our
foundries or contract manufacturers to suspend manufacturing operations,
which could seriously harm our business, financial condition and results of
operations.

In addition to the costs of complying with environmental, health and safety
requirements, in the future we may incur costs defending against
environmental litigation brought by government agencies and private parties.
We may be defendants in lawsuits brought by parties in the future alleging
environmental damage, personal injury or property damage. A significant
judgment against us could harm our business, financial condition and results
of operations.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None

Item 2.   PROPERTIES

We own a building in Colorado Springs, Colorado, which serves as our world
headquarters and principal executive offices.  The building has a testing
facility to support research and development, prototype manufacturing,
advanced materials development and customer quality assurance and failure
analysis support.  The building is encumbered.

Leased space within the United States is as follows:

     California

Leased space outside the United States is as follows:

     United Kingdom
     Japan
     Canada
     Hong Kong

We believe that our existing facilities are adequate for our needs in the
foreseeable future.  If additional leased space is required in the future,
such leased space is readily available.

                                   Page-34

Item 3.   LEGAL PROCEEDINGS

PATENT INTERFERENCE PROCEEDING

On April 6, 2004, the Company and National Semiconductor Corporation
(National) entered into an agreement to settle our long standing patent
interference dispute, which began in 1991 as a patent interference proceeding
that was declared in the United States Patent and Trademark Office in regard
to one of our issued United States patents.  The patent involved covers a
basic ferroelectric memory cell design invention that we believe is of
fundamental importance to our FRAM business in the United States.

Under the terms of the settlement agreement we have abandoned four of the
five claims in our existing patent, two of National's patent applications
relating to the interference claims have been assigned to us and two
others were retained by National.  National and Ramtron have agreed to
cross license any and all future patents that may be issued from the four
applications at no additional cost to either company.  As consideration for
the assigned patent applications and cross license provisions of the
agreement, we will pay National $2.5 million in equal annual installments of
$250,000 through 2013.  We have not recorded an impairment of the existing
patents held for the technology in dispute since we believe, as a consequence
of the assignments and cross-license arrangements discussed previously, we
are in a position now, insofar as our ability to use the technology in
dispute is concerned, that is at least as favorable as our position prior to
this resolution.

The fifth remaining count of the patent interference proceeding with National
Semiconductor Corporation was sent to a Special Master for a final ruling.
On December 12, 2005, the District Court for the District of Columbia
reversed the judgment of the Board of Patent Appeals and Interferences and
found that the claims of Ramtron's patent were supported by an enabling
disclosure.  Thus, Ramtron's patent was found to be entitled to priority over
National Semiconductor Corporation's patent application, and pursuant to our
agreement with National Semiconductor, we granted a license with respect to
this technology to National Semiconductor Corporation.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting was held in Colorado Springs, Colorado, on December 2,
2005.  Proxies for the meeting were solicited by the Board of Directors of the
Company pursuant to Regulation 14A under the Securities Exchange Act of 1934.

At the Annual Meeting, the Company's stockholders elected the following
nine persons as directors of the Company:

                                   Page-35

      Name                          Votes For          Votes Withheld
      -----------------------      -----------         --------------

      William G. Howard            18,101,981              668,911
      William W. Staunton, III     18,415,102              355,790
      Greg B. Jones                18,400,917              369,975
      Eric A. Balzer               18,356,113              414,779
      Klaus Fleischmann            18,085,723              685,169
      Doris Keitel-Schulz          18,084,541              686,351
      William George               18,416,142              354,750
      Jack L. Saltich              18,348,723              422,169
      Theodore J. Coburn           18,336,152              434,740

The Company's stockholders also approved the Company's 2005 Incentive Award
Plan by the following votes:

           Votes For          Votes Against        Votes Abstained
          -----------         -------------        ---------------

           6,428,085            2,311,071                67,045

The Company's stockholders also approved the ratification of the appointment
of KPMG LLP as independent auditors of the Company for the fiscal year ending
December 31, 2005 by the following votes:

           Votes For          Votes Against        Votes Abstained
          -----------         -------------        ---------------

          18,684,203             53,735                 32,954

PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
          MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the National Market tier of The Nasdaq Stock
Market under the symbol "RMTR."  The following table sets forth the 2005 and
2004 ranges of the high and low closing sales prices for the common stock as
reported on The Nasdaq Stock Market.

                                                      High         Low
                                                     ------       ------
2005
- ----
First Quarter  . . . . . . . . . . . . . . . . . .   $4.10        $3.23
Second Quarter . . . . . . . . . . . . . . . . . .   $3.36        $2.34
Third Quarter  . . . . . . . . . . . . . . . . . .   $3.14        $2.45
Fourth Quarter . . . . . . . . . . . . . . . . . .   $2.96        $2.01

                                   Page-36

2004
- ----
First Quarter  . . . . . . . . . . . . . . . . . .   $3.59        $2.61
Second Quarter . . . . . . . . . . . . . . . . . .   $5.86        $3.03
Third Quarter  . . . . . . . . . . . . . . . . . .   $4.54        $2.73
Fourth Quarter . . . . . . . . . . . . . . . . . .   $4.30        $2.83

The prices set forth above reflect transactions in the over-the-counter
market at inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.  As of
March 10, 2006, there were approximately 1,170 record holders of our
common stock.

We have not paid any dividends since our inception and do not intend to pay
any cash dividends in the foreseeable future.  We intend to retain any
earnings to finance operations.

The following table summarizes information as of December 31, 2005, relating
to equity compensation plans of the Company pursuant to which common stock is
authorized for issuance:

                     Equity Compensation Plan Information
                     ------------------------------------

                    Number of
                    securities       Weighted-               Number of
                      to be           average               securities
                   issued upon       exercise           remaining available
                   exercise of       price of           for future issuance
                   outstanding      outstanding            under equity
                     options,         options,          compensation plans
                  warrants, and    warrants, and      (excluding securities
                      rights          rights         reflected in column (a))
Plan category          (a)              (b)                     (c)
- -------------     -------------   --------------     ------------------------
Equity
compensation
plans approved
by security
holders(1)          6,413,661             $4.40                3,085,135

Equity
compensation
plans not
approved by
security
holders(2)            458,041             $3.88                      197
                    ---------                                  ---------
Total               6,871,702             $4.37                3,085,332
                    =========                                  =========
- -----------

                                   Page-37

(1)  Includes options granted under the Company's Amended and Restated 1986
     Stock Option Plan (the "1986 Plan"), the 1989 Non-statutory Stock Option
     Plan (the "1989 Plan"), the 1995 Stock Option Plan, as amended (the
     "1995 Plan"), and the 2005 Incentive Award Plan (the "2005 Plan"),
     collective, the "Plans."  All the Plans have stockholder approval.  The
     options granted under the Plans become exercisable in full or in
     installments pursuant to the terms of each grant.  Directors and
     officers of the Company are eligible to participate Plans.

(2)  On August 17, 1999, the Board of Directors of the Company adopted the
     1999 Stock Option Plan under which a total of 700,000 shares of the
     Company's Common Stock were authorized for issuance pursuant to the
     exercise of stock options granted there under.  The exercise price of
     all non-qualified stock options must be equal to at least 95% of the
     fair market value of the common stock on the date of grant and the
     maximum term of each grant is ten years.  Options granted become
     exercisable in full or in installments pursuant to the terms of each
     grant.  Directors and officers of the Company are not eligible to
     participate in the 1999 Plan.

Item 6.   SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with, and
are qualified in their entirety by, the consolidated financial statements and
related notes thereto contained in "Item 8. Financial Statements and
Supplementary Data" and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation" included herein.

                                        Year Ended December 31,
                               2005      2004      2003      2002      2001
                             --------  --------  --------  --------  --------
                                 (in thousands, except per share data)

Revenue                      $34,392   $39,494   $28,733   $30,031   $ 7,438
Gross margin, product
   sales                      15,789    20,032    13,482     9,355       375
Income (loss) from
  continuing operations       (2,642)    3,457      (712)    1,574   (23,851)
Income (loss) from
  discontinued operations     (3,849)      145    (8,793)   (3,401)   (9,137)
Net income (loss) applicable
  to common shares            (6,491)    3,602    (9,505)   (1,923)  (33,151)
Income (loss) per share from
  continuing operations:
     - basic                 $ (0.11)   $ 0.15   $ (0.03)  $  0.07   $ (1.13)
     - diluted               $ (0.11)   $ 0.14   $ (0.03)  $  0.07   $ (1.13)
Net income (loss) per
  share - basic              $ (0.28)   $ 0.16   $ (0.43)  $ (0.09)  $ (1.57)
Net income (loss) per
  share - diluted            $ (0.28)   $ 0.15   $ (0.43)  $ (0.08)  $ (1.57)
Working capital               10,133    16,319    12,168    18,987    13,618
Total assets                  32,816    33,653    29,645    40,942    30,038
Total long-term debt           7,137     4,914     2,669     5,728        --
Stockholders' equity          14,494    15,192    11,042    20,154    19,039
Cash dividends per
  common share(1)                 --        --        --        --        --
- ----------
                                   Page-38

(1)  We have not declared any cash dividends on our common stock and
     do not expect to pay such dividends in the foreseeable future.

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION

The following discussion and analysis is intended to provide greater details
of our results of operations and financial condition.  The following
discussion should be read in conjunction with the information under "Item 6.
Selected Financial Data" and "Item 8. Financial Statements and Supplementary
Data."  Certain statements under this caption constitute "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange
Act of 1934, and, as such, are based on current expectations and are subject
to certain risks and uncertainties.  The reader should not place undue
reliance on these forward-looking statements for many reasons including those
risks discussed under Part I. Item 1A "Risk Factors" and elsewhere in this
Annual Report on Form 10-K.

                      CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements and related
disclosures in conformity with generally accepted accounting principles in
the United States requires us to make estimates and judgments that affect the
amounts reported in our financial statements and accompanying notes. By their
nature, these estimates and judgments are subject to an inherent degree of
uncertainty. On an ongoing basis we re-evaluate our judgments and estimates
including those related to bad debts, inventories, long-lived assets,
intangible assets, income taxes, accrued expenses and other contingencies. We
base our estimates and judgments on our historical experience, market trends,
financial forecasts and projections and on other assumptions that we believe
are reasonable under the circumstances, and apply them on a consistent basis.
We believe that consistent application results in financial statements and
accompanying notes that fairly represent our financial condition, operating
results and cash flows for all periods presented. However, any factual errors
or errors in these estimates and judgments may have a material impact on our
financial conditions, operating results and cash flows.

DEFERRED REVENUES.  Revenue from licensing programs is recognized over the
period we are required to provide services under the terms of the agreement.

RECOGNITION OF REVENUE. Revenue from product sales to direct customers is
recognized upon shipment as we generally do not have any post-shipment
obligations or allow for any acceptance provisions. In the event a situation
occurs to create a post-shipment obligation, we would defer revenue
recognition until the specific obligation was satisfied. We defer recognition
of sales to distributors when we are unable to make a reasonable estimate of
product returns due to insufficient historical product return information.
he revenue recorded is dependent upon estimates of expected customer returns
and sales discounts.

Revenue from licensing programs is recognized over the period we are required
to provide services under the terms of the agreement. Revenue from research
and development activities that are funded by customers is recognized as the
services are performed. Revenue from royalties is recognized upon the
notification to us of shipment of product from our technology license
partners to direct customers.

                                   Page-39

INVENTORY VALUATION. We write-down our inventory for estimated obsolescence
or lack of marketability for the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and
market conditions. If actual market conditions are less favorable than those
projected by management, additional inventory write-downs may be required.

ALLOWANCE FOR DOUBTFUL ACCOUNTS. We seek to maintain a stringent credit
approval process although our management must make significant judgments in
assessing our customers' ability to pay at the time of shipment. Despite this
assessment, from time to time, customers are unable to meet their payment
obligations. If we are aware of a customer's inability to meet its financial
obligations to us, we record an allowance to reduce the receivable to the
amount we reasonably believe we will be able to collect from the customer.
or all other customers, we record an allowance based upon the amount of time
the receivables are past due. If actual accounts receivable collections
differ from these estimates, an adjustment to the allowance may be necessary
with a resulting effect on operating expense. We continue to monitor
customers' credit worthiness, and use judgment in establishing the estimated
amounts of customer receivables which will ultimately not be collected.

DEFERRED INCOME TAXES. As part of the process of preparing our consolidated
financial statements, we are required to estimate our income taxes on a
consolidated basis. We record deferred tax assets and liabilities for the
estimated future tax effects of temporary differences between the tax basis
of assets and liabilities and amounts recorded in the consolidated financial
statements, and for operating loss and tax credit carry forwards.
Realization of the recorded deferred tax assets is dependent upon us
generating sufficient taxable income in future years to obtain benefit from
the reversal of net deductible temporary differences and from tax credit and
operating loss carry forwards. A valuation allowance is provided to the
extent that management deems it more likely than not that the net deferred
tax assets will not be realized. The amount of deferred tax assets considered
realizable is subject to adjustment in future periods if estimates of future
taxable income are changed.

LONG-LIVED ASSETS. We review the carrying values of long-lived assets
whenever events or changes in circumstances indicate that such carrying
values may not be recoverable. Under current standards, the assets must be
carried at historical cost if the projected cash flows from their use will
recover their carrying amounts on an undiscounted basis and without
considering interest. However, if projected cash flows are less than their
carrying value, the long-lived assets must be reduced to their estimated fair
value. Considerable judgment is required to project such cash flows and, if
required, estimate the fair value of the impaired long-lived asset. The
estimated future cash flows are based upon, among other things, assumptions
about expected future operating performance and may differ from actual cash
flows.  There can be no assurance that future long-lived asset impairments
will not occur.

                                   Page-40

GOODWILL. Goodwill represents the excess of the purchase price over the fair
value of identifiable net tangible and intangible assets acquired in a
business combination. Goodwill is required to be tested for impairment
annually or more frequently if events or changes in circumstances indicate
that goodwill may be impaired. We performed our annual goodwill impairment
testing as of December 31, 2005, and determined that no impairment existed at
that date. This assessment requires estimates of future revenue, operating
results and cash flows, as well as estimates of critical valuation inputs
such as discount rates, terminal values and similar data. We continue to
perform periodic and annual impairment analyses of goodwill resulting from
acquisitions. As a result of such impairment analyses, impairment charges may
be recorded and may have a material adverse impact on our financial position
and operating results. Additionally, we may make strategic business decisions
in future periods which impact the fair value of goodwill, which could result
in significant impairment charges.  There can be no assurance that future
goodwill impairments will not occur.

INVENTORY VALUATION ADJUSTMENTS.  Our working capital requirements have
followed our sales growth. We must carry significant amounts of inventory to
meet rapid delivery requirements of customers. To do this, we order products
and build inventory substantially in advance of product shipments, based on
internal forecasts of customer demand. We have in the past produced excess
quantities of certain products and this, in combination with the difficulty
of predicting future average selling prices, has resulted in us incurring
inventory valuation adjustments. In addition, our distributors have a right
to return products under certain conditions, which affects inventory
reserves. We recognize revenue on shipments to distributors at the time of
shipment, along with a reserve for estimated returns based on historical
data.

RESULTS OF OPERATIONS

OVERVIEW

We are a fabless semiconductor company that designs, develops and markets
specialized semiconductor memory, microcontroller and integrated
semiconductor solutions used in many markets for a wide range of
applications. We pioneered the integration of ferroelectric materials into
semiconductor products, which enabled the development of a new class of
nonvolatile memory products, called ferroelectric random access memory
(FRAM). FRAM products merge the advantages of multiple memory technologies
into a single device that is able to retain information without a power
source, be read from and written to at very fast speeds, written to many
times, consumes low amounts of power and simplifies the design of electronic
systems. In many cases we are the sole provider of FRAM-enabled semiconductor
products, which facilitates close customer relationships, long application
lifecycles and the potential for high margin sales. We have shipped over
100-million FRAM products and we are a leader in commercialization of FRAM
semiconductor products. As a fabless semiconductor company, we outsource all
of our semiconductor fabrication, assembly and test functions, which enables
us to focus on the design, development, sales and marketing of our FRAM
products and reduce the level of our capital investments.

                                   Page-41

In 2005, we completed initiatives to facilitate the acceleration of the
growth of our FRAM and integrated semiconductor product lines. In July 2005,
we divested our Mushkin Inc. subsidiary, for $1.8 million. Accordingly, we
have revised our 2004 and 2005 financial statements to reflect Mushkin Inc.
as a discontinued operation. In August 2005, we acquired Montreal,
Canada-based Goal Semiconductor Inc. for approximately $2.4 million in cash
and 1.95 million shares of our common stock.  We believe this acquisition
will enable us to design and develop mixed-signal integrated circuits for the
embedded data acquisition market and accelerate our product development
strategy and provide our customers with an expanded portfolio products.

We began development of several new stand-alone products in 2005 for
introduction in 2006, including a 512-kilobit FRAM memory device.  We are
also qualifying more of our existing products to the AEC Q100 automotive
quality standard, and we continue to work on the 4-megabit FRAM as well as a
new FRAM serial memory design at Texas Instruments.  During 2006, we plan to
expand our current line of microcontroller product offerings with two
introductions, including new high-performance Versa 8051 derivatives. In our
integrated product category, we plan to introduce four products in 2006,
including new processor companions and our much anticipated Versa and Versa
Mix 8051 microcontrollers with integrated FRAM data memory.

Our total revenue for the year ended December 31, 2005 was $34.4 million.
In 2005, 95% of our revenue was derived from sales of our FRAM products for
applications in our target markets, which include metering; computing and
information systems; automotive; communications; consumer; and industrial,
scientific and medical. We use a direct sales force and a global network of
distributors to sell our semiconductor products. In many cases, our
distributors are responsible for product demand creation through original
equipment manufacturer (OEM) customers who are not directly served by our
internal regional sales managers. In 2005, approximately 62% of our product
sales were generated through our authorized distributor network, while direct
customers accounted for approximately 38% of our revenue.  Our current plans
anticipate that we will be profitable in 2006.

In addition to our Colorado Springs, Colorado headquarters facility, we
maintain full-time sales and customer service personnel in Canada, Japan,
Europe, Hong Kong, South Korea, and China. We have distribution and/or
representation relationships with more than 60 companies worldwide, including
North America, Europe, Japan and Asia.  Our sales have been balanced across
our major sales regions including the Americas, Europe, Asia and Japan. As a
result, we are not particularly vulnerable to regional economic fluctuations
in a specific part of the world. For fiscal years 2005, 2004 and 2003,
international sales comprised approximately 90%, 87% and 92%, respectively,
of our net revenue.

                                   Page-42

Our focus over the past few years has been to grow our non-ENEL, or core FRAM
revenue, to overcome the anticipated wind down of the ENEL meter installation
program by mid-2006.  ENEL is a leading utility company in Italy and has been
a significant Ramtron customer for FRAM products since 2002.  Non-ENEL, or
core FRAM, product revenue for each of the last three years totaled
approximately $27.5 million, $20 million and $10.8 million in 2005, 2004, and
2003, respectively.  In 2005, we replaced about $7.5 million of the $12.1
million decline in ENEL revenue with revenue from other customers, which
amounted to a 38% increase in core FRAM sales.  For 2006, we anticipate that
product revenue, excluding sales to ENEL, will grow between 30% and 35%.

Our success in building core FRAM revenue was fueled by 40 top customers in
our most active FRAM target markets.  Among our target markets, metering,
computing, and automotive are currently driving our product revenue growth.

Product sales within our metering target market continued to dominate in
2005, contributing 43% to our total product revenue. Metering programs are
active in every geographical area with Europe and China in the forefront.
Ampy in the UK continues to be a major customer in metering outside of ENEL;
however, global suppliers in Europe and North America continue to increase in
volume.  In China, where 61% of our Asian business is generated, metering
applications are the biggest revenue drivers.  65% of our business in China
is from meter manufacturers by known companies: Hangzhou Holley Group, Hunan
Weisheng, Shenzhen Longdian, and Hangzhou Hualong.  Two of our largest U.S.
meter customers continue to win business domestically and abroad with
FRAM-based meters, and we expect them to grow in 2006.

In 2005, 36% of our revenue came from computing applications with
multi-function printers contributing the lion's share.  Ricoh, a global
printer and copier maker, continued to be a major customer, along side a
variety of laser and inkjet printer machine and accessory manufacturers.  In
addition, Promise Technology was among our top 40 computing customers in 2005
using FRAM in disk drive controllers.  Other emerging computing platforms
that are considering or using FRAM include repeaters and gigabit Ethernet
networking devices.

Automotive applications made up about 11% of our product revenue in 2005.
Europe and Korea are particularly strong regions for FRAM automotive
applications, although we have programs in Japan and North America as well.
Auto opportunities that are growing in Europe include data recorders, seat
sensors, adaptive steering, sliding roof controllers, distance radar, and
navigation. As evidence of our progress in this area, we recently secured
$1 million worth of business per year with a prominent automotive
instrumentation provider and have quoted five new programs for one of the
world's most diverse automotive systems manufacturers. Our products are
currently being used in VWs, BMWs and Mercedes Benz products.  In Korea, we
have several programs identified at one of the country's largest auto
manufacturers, which include tire-pressure monitoring, occupant sensors and
satellite radio receivers. In North America, smart airbags continue to be our
primary automotive application.

                                   Page-43

Additional revenue sources have included customer-sponsored research and
development programs for FRAM technology with major semiconductor
manufacturers. Historically, we have also derived revenue from the licensing
of our FRAM intellectual property to a number semiconductor manufacturers.
Royalties result from the sale of FRAM products by certain licensees.
Customer-sponsored research and development program fees are primarily
generated as a result of ferroelectric technology support programs with major
semiconductor manufacturers.  We expect to see slight increases in royalty
payments and continued reductions in customer-sponsored research and
development revenue in 2006.

Our total costs and expenses increased 6% from 2004 to 2005, compared with a
23% increase from 2003 to 2004.  Operating expenses are projected to be
between $4.8 million and $5.2 million for the first quarter of 2006.

Our gross margin in 2005 was 51%, compared with 54% for 2004, and 51% for
2003.  In 2005, the decline in FRAM gross margin was attributable to lower
yields on newly introduced products.  In 2004, FRAM gross margin improved as
manufacturing yields improved, and we realized cost reductions at our
subcontract manufacturers.  Gross margin for the first quarter of 2006 is
currently anticipated to be between 48% and 52%.

Research and development expenses, including customer-sponsored research and
development, were $7.6 million in 2005, compared with $7 million in 2004, and
$6.8 million in 2003.  These expenses, as a percentage of total sales were
22% in 2005, compared with 18% in 2004, and 24% in 2003.

General and administrative expenses decreased from $5.1 million in 2004, to
$4.4 million in 2005, primarily due to management bonuses that were part of
the 2004 expense and were not earned in 2005.  These expenses were 13% of
total revenue in 2005, 13% in 2004, and 15% in 2003.

Sales and marketing expenses decreased from $5.4 million in 2004, to
$5 million in 2005, primarily due to lower sales commissions and sales
bonuses.  These expenses were 13% of total revenue in 2005, 13% in 2004,
and 15% in 2003.

In 2006, we plan to increase spending to fund additional research and
development, increase spending in sales and marketing and reduce the
percentage of revenue spent for general and administrative functions.

We may establish new foundry partners in the future to ensure broad support
of our product plans.

RESULTS OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 2005 AS COMPARED TO 2004

Our total revenue for the year ended December 31, 2005 was $34.4 million,
compared with $39.5 million for the year ended December 31, 2004.  Cost of
product sales, including provision for inventory write-off, as a percentage
of product revenue, increased approximately 6%, primarily due to increased

                                   Page-44

inventory write-offs in 2005.  Our costs and expenses were $36.6 million
during the year ended December 31, 2005, compared with $34.7 million for the
same period in 2004.  The resulting loss from continuing operations in 2005
was $2.6 million, compared with income from continuing operations of
$3.5 million in 2004.  The $6.1 million decrease in operating results was
due, in part, to charges of $1.6 million related to the retirement of the
Company's fixed-rate convertible debentures, $1.1 million related to the
acquisition of Goal Semiconductor, and a first-quarter inventory write-off of
$872,000.

Revenue from the ENEL meter installation program decreased as expected in
2005 as the program began to wind down.  ENEL product revenue in 2005 was
$5.2 million, compared with $17.2 million in 2004, and $15.8 million in 2003.
In 2005, we made up about $7.5 million of the $12.1 million year-over-year
decline in ENEL revenue, which resulted in a 38% increase in non-ENEL, or
core FRAM sales.  Non-ENEL product revenue for each of the last three years
totaled approximately $27.5 million, $20 million and $10.8 million in 2005,
2004, and 2003, respectively.

Non-product revenue during 2005, which included royalty payments and license
revenue, remained flat, compared with 2004.  Customer-sponsored research and
development revenue decreased $0.5 million from 2004 to 2005 due to lower
research and development fee payments by Texas Instruments.

Product gross margin contributions were $15.8 million in 2005, compared with
$20 million in 2004.  The lower margin contributions resulted from decreased
sales to ENEL in 2005 and lower product yields on newly introduced products.

Combined research and development expenses increased $0.6 million from 2004
to 2005 to $7.6 million.  Combined research and development expense were 22%
of revenue in 2005, compared with 18% in 2004.  The increase primarily
resulted from increased spending on design related activities.

General and administrative expenses decreased $0.7 million from 2004 to 2005
to $4.4 million.  General and administrative expenses were 13% of revenue in
2005 and 2004.  The primary reason for the decrease was management bonuses
were part of the 2004 expense and management bonuses were not earned in 2005.

Sales and marketing expenses decreased $0.4 million from 2004 to 2005 to
$5 million.  Sales and marketing expenses were 15% of total revenue in 2005,
compared with 14% in 2004.  The decrease was a result of reduced sales
commissions and bonuses in 2005, offset by increased bad debt expense due to
a bankruptcy of a major customer.

Interest expense, related party, decreased $0.2 million from 2004 to 2005 to
$0.2 million due to the retirement of the Infineon convertible debenture in
July 2005.

Other interest expense decreased $0.3 million from 2004 to 2005 to
$0.6 million in 2005.  This was due to the retirement of the Company's
convertible debentures, along with less principal outstanding and less
minimum interest charges on our new line of credit. This was offset by
$0.1 million of interest related to borrowings on our revolving line of
credit and term loan with Silicon Valley Bank.

                                   Page-45

Other income increased $0.3 million from 2004 to 2005 to $0.3 million.  This
was due primarily to foreign exchange gains incurred in 2005.  There were no
foreign exchange gains or losses in 2004.

Loss From Discontinued Operations.  On July 26, 2005, the Company announced
the divestiture of its Mushkin subsidiary for consideration of approximately
$1.8 million.  The consideration provided in the sale included, among other
things, Mushkin's current accounts receivable and cash balances, which the
Company retained.  The sale closed on July 26, 2005.   The Company recognized
impairment charges during the second quarter of 2005 to goodwill for
$3.4 million, to long-lived assets for $359,000, and to inventory for
$170,000, related to the divestiture.

The loss from discontinued operations of $3.8 million in 2005 was primarily
Mushkin related due to the aforementioned write-offs.

During the first quarter of 2004, the Company committed to a plan to sell
substantially all of the remaining assets of EMS.  The remaining assets
consisted primarily of EMS' patent portfolio.  The Company completed the sale
of EMS' patent portfolio on April 20, 2004, the proceeds of which were
$1.5 million.  Due to a write-down of the carrying value of the patent
portfolio to its estimated fair value at March 31, 2004, there was no gain or
loss recorded on the finalization of the sale.

The income from discontinued operations in 2004 was related to a profit from
our Mushkin subsidiary of $0.5 million, offset by the loss of $0.3 million
for the impairment loss on EMS's patent portfolio.

In accordance with SFAS No. 144, the consolidated financial statements of
EMS and Mushkin have been recast to present these businesses as discontinued
operations.

RESULTS OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 2004 AS COMPARED TO 2003

Our total revenue was $39.5 million for the year ended December 31,
2004 and $28.7 million for the year ended December 31, 2003.  This was a
2003 to 2004 revenue growth rate of 37%. Overall cost of product sales as a
percentage of product revenue was 46% in 2004, compared with 49% in 2003.
Our costs and expenses were $34.7 million during the year ended December 31,
2004, compared with $28.1 million for the same period in 2003.  The resulting
income from continuing operations in 2004 was $3.5 million, which compares to
a loss from continuing operations of $0.7 million in 2003.  The $4.2 million
increase in operating results, which lead to our first profitable year, was
due to a combination of revenue growth and careful management of research
and development, and general and administrative spending.

                                   Page-46

Product sales contributed an increased dollar amount of gross margin from
2003 to 2004.  Product gross margin contributions were $20 million in 2004
and $13.5 million in 2003.  This resulted from improved gross margin
percentages, which were 54% in 2004, compared with 51% in 2003, coupled with
increased sales.  The increased sales were a result of the continued
expansion of our FRAM customer base, deeper penetration to understand the
current and future needs of our customers, expanding FRAM product portfolio,
and our continued participation in the utility meter replacement program at
ENEL.

ENEL product revenue in 2004 was $17.2 million, compared with $15.8 million
in 2003.  Our non-ENEL, or core FRAM product revenue, totaled approximately
$20 million and $10.8 million during 2004 and 2003, respectively.  This was
a year-over-year growth rate of 85%.

In non-product revenue, from 2003 to 2004, we experienced a $0.3 million
increased in royalty revenue and a $0.2 million increase in license revenue,
but these were offset by a $0.4 million reduction in customer-sponsored
research and development revenue.  The increased royalty revenue resulted
from increased royalty payments from a major FRAM licensee due to continued
growth in its revenue stream.  The increase in the license and development
fees resulted from a final installment on a license agreement.
Customer-sponsored research and development decreased because of a reduction
in support provided to Texas Instruments.

Combined research and development expenses increased $0.2 million from 2003
to 2004 to $7 million.  Combined research and development expense were 18% of
revenue in 2004, compared with 24% in 2003.

General and administrative expenses in 2004 increased $0.7 million over 2003
to $5.1 million.  General and administrative expenses were 15% of revenue in
2004 and 13% in 2003.  The increase in 2004 was primarily due to management
bonuses earned in 2004.

Sales and marketing expenses increased $1.6 million from 2003 to 2004 to
$5.4 million.  Sales and marketing expenses were 14% of total revenue in
2004, compared with 13% in 2003.  The increase in 2004 resulted primarily
from increased incentives relating to performance plans.

Income from discontinued operations of $0.1 million in 2004, compared with an
$8.8 million loss in 2003. The difference of $8.9 million was due to the
reduction of EMS activities beginning in April 2004, coupled with a goodwill
impairment charge of $3.8 million recognized in 2003 at our Mushkin
subsidiary.  Mushkin is now classified as part of discontinued operations.

In 2003, we recorded an impairment to goodwill of $3.8 million relating to
our Mushkin subsidiary.  A sustained downturn in DRAM market conditions
resulted in lower than expected actual and projected revenue and
profitability of Mushkin during the first half of 2003.  Because we believed
the downturn would likely continue to cause lower than expected sales and

                                   Page-47

profitability for some time into the future, we believed it was appropriate
to review the fair value of goodwill related to Mushkin as of June 30, 2003.
The result of our review was a charge of $3.8 million for impairment of
goodwill in the quarter ended June 30, 2003.  In calculating the impairment
charge, the fair value was estimated using a discounted cash flow methodology
and market comparisons.  There can be no assurance that future goodwill
impairments will not occur.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased $3 million from 2004 to 2005 to
$3.3 million.

Operating Activities.  We used $2.9 million cash for operations in 2005,
compared with $2.5 million cash generated for operations in 2004.  The
difference of $5.4 million is primarily due to a $6.5 million loss in 2005,
offset by non-cash charges of $2.2 million relating to write-off of
in-process research and development associated with our acquisition of Goal,
amortization of our debt discount, and other non-cash charges from the payoff
of our convertible debentures.

Also effecting our use of cash from operations in 2005 was a $3.4 million
increase in inventory (including write-offs in 2005), compared with an $0.8
million use of cash during 2004.

Offsetting the above was a $1.4 million reduction in accounts receivable that
generated cash in 2005, compared with a $1.6 million use of cash in 2004.

Cash used in investing activities was $2.3 million in 2005, compared with
$1 million provided in 2004.  This change was primarily related to the
$2.4 million purchase of Goal Semiconductor, Inc. and increased capital
expenditures of $0.6 million in 2005, compared with 2004.

In 2005, net cash provided by financing activities was $2.1 million, compared
with a use of cash of $1.9 million in 2004.  The $4 million net change from
2004 to 2005 was due to proceeds from the mortgage and term loans of
$7.2 million in 2005, offset by $2.8 million increase in debenture payments
in 2005 due to the payoff of our convertible debentures in 2005.

                                   Page-48

Debt instruments. In September 2005, we entered into a loan agreement with
Silicon Valley Bank. The loan agreement provides for a $3.0 million secured
term loan facility, which replaced our loan agreement with Wells Fargo.
Interest on the term loan is set at a floating rate equal to the prime
lending rate plus 1% per year and the term loan has a term of 36 months. The
loan agreement also provides for a $4 million revolving secured credit
facility. Interest on the revolving facility is set at a floating rate equal
to the prime lending rate plus 0.50% per year, with a minimum interest rate
of 6.00% per year. The revolving facility has a term of two years. As of
December 31, 2005, no balance was outstanding on the revolving facility.
Security for the loan agreement includes all of our assets except for real
estate. In addition, we entered into an intellectual property security
agreement with Silicon Valley Bank that secures our obligations under the
loan agreement by granting Silicon Valley Bank a security interest in our
intellectual property. We will be required to comply with certain covenants
under the loan agreement, including without limitation, requirements to
maintain a minimum net worth and maintain certain leverage ratios, and
restrictions on certain actions without the consent of Silicon Valley Bank,
such as the disposal and acquisition of its business or property, changes in
business, ownership or location of collateral, mergers or acquisitions,
investments or transactions with affiliates, and paying subordinated debt or
dividends.

In July 2005, we retired our outstanding 5 year, 5% fixed rate, convertible
debentures with Bramwell Capital Corporation, Alexandra Global Master Fund,
Ltd. and Infineon, which were due in March 2007. We paid a total of
approximately $4.9 million, including the aggregate principal and an
aggregate premium payment representing future interest payments, to retire
the debt early. The six-year warrants to purchase approximately 779,000
shares of our common stock at $3.04 per share that we issued with the
debentures remain outstanding.  We took a pre-tax charge of approximately
$1.6 million for the third quarter of 2005, of which $1.2 million was
non-cash, to account for costs associated with the debt repayment.  The
debentures were secured by a deed of trust on our headquarters facility in
Colorado Springs, Colorado and by a security interest in certain of our
accounts receivable and patents. We terminated the provisions of the
securities purchase agreements and related security agreements concurrently
with the debentures, except for certain obligations relating to the six-year
common stock warrants that we issued to the investors concurrently with the
debentures.

On December 15, 2005, the Company, through its subsidiary, Ramtron LLC, for
which we serves as sole member and sole manager, closed a mortgage loan
facility with American National Insurance Company.  Ramtron LLC entered into
a promissory note evidencing the loan with the principal amount of
$4,200,000, with a maturity date of January 1, 2016, bearing interest at
6.17%.  Ramtron LLC also entered into an agreement for the benefit of
American National Insurance Company securing the Company's real estate as
collateral for the mortgage loan facility.

                                   Page-49

On December 30, 2005, the Company entered into a Loan Modification Agreement
which completed the restructuring of its Amended and Restated Loan Agreement
with Silicon Valley Bank, a subsidiary of Silicon Valley Bancshares.  The
Loan Modification Agreement provides for the waiver of the Company's event of
default on October 31, 2005, revises the financial covenants to better reflect
the Company's operations, and includes provision for the Company's investment
in its Canadian subsidiary and payments pursuant to the recent mortgage
financing of the Company's Colorado Springs facility.  We were in compliance
with all of our debt covenants as December 31, 2005.

In the future, the primary source of operating cash flows is expected to be
product sales.

We had $3.3 million in cash and cash equivalents at December 31, 2005.  We
believe we have sufficient resources to fund our operations through at least
2006.  If this is not sufficient to meet our cash requirements, we may use
the credit facility mentioned above or any other credit facility we may
obtain.  In view of our expected future working capital requirements in
connection with the design, manufacturing and sale of our products, and
our projected expenditures, we may be required to seek additional equity or
debt financing.  There is no assurance, however, that we will be able to
obtain such financing on terms acceptable to us, or at all.  Any issuance of
common or preferred stock to obtain additional funding would result in
dilution of existing stockholders' interests in us.  The inability to obtain
additional financing when needed would have a material adverse effect on our
business, financial condition and operating results and could adversely
affect our ability to continue our business operations.

Contractual Obligations and Commercial Commitments. At December 31, 2005, our
commitments under our contractual obligations and commercial commitments were
as follows (in thousands):

                                                             After
                      2006    2007    2008    2009    2010    2010    Total
                     ------  ------  ------  ------  ------  ------  -------

Long-term debt(1)    $1,785  $1,711  $1,309  $  616  $  616  $5,337  $11,374
Operating leases        610     302     175       5      --      --    1,092
Purchase
  obligations(2)      4,872      --      --      --      --      --    4,872
                     ------  ------  ------  ------  ------  ------  -------
  Total              $7,267  $2,013  $1,484  $  621  $  616  $5,337  $17,338
                     ======  ======  ======  ======  ======  ======  =======
- ----------

(1)  Includes required principal and interest payments for outstanding
     term loan with Silicon Valley Bank; mortgage loan with American
     National Insurance Company; the settlement with National Semiconductor
     Corporation and minimum interest charges related to our revolving line
     of credit with Silicon Valley Bank.

                                   Page-50

(2)  Our purchase obligations are amounts committed under legally enforceable
     contracts or purchase orders for goods and services with defined terms
     as to price, quantity, delivery and termination liability and are the
     result of purchase orders placed but not yet fulfilled by Fujitsu, our
     semiconductor wafer supplier.

LEGAL MATTERS

We are party to legal proceedings arising in the ordinary course of
our business.  Although the outcomes of any such legal actions cannot be
predicted, our management believes that there are no pending legal proceeding
against or involving us for which the outcome would likely to have a material
adverse effect upon our financial position or results of operations.

NEW ACCOUNTING STANDARDS

In December 2004, the Financial Accounting Standards Board issued FASB
Statement No. 123R, Share Based Payment, which requires all companies to
treat the fair value of stock options granted to employees as an expense. As
a result of this standard, effective for periods beginning after January 1,
2006, we and other companies are required to record a compensation expense
equal to the fair value of each stock option granted. We are currently
assessing our valuation options allowed in this standard. This change in
accounting standards reduces the attractiveness of granting stock options
because of the additional expense associated with these grants, which would
negatively impact our results of operations. Nevertheless, stock options are
an important employee recruitment and retention tool, and we may not be able
to attract and retain key personnel if we reduce the scope of our employee
stock option program. Accordingly, even though we have not quantified the
dollar amount of this standard at this time, the result will have a negative
impact on our earnings starting with the accounting period beginning
January 1, 2006.

In November 2004, the FASB issued Statement of Financial Accounting Standards
No. 151, "Inventory Costs," an amendment to ARB No. 43, Chapter 4.  Statement
No. 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing" to
clarify the accounting for abnormal amounts of spoilage, freight and other
items.  This Statement requires that these items be recognized as current
period charges.  The provisions of this Statement are effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. Adoption of
this Statement will not have any immediate effect on our consolidated
financial statements, as the Company is currently in compliance with its
current inventory costing methodology.

In June 2005, the FASB issued Statement of Financial Accounting Standards
No. 154, "Accounting Changes and Error Corrections" (Standard No. 154). This
Statement replaced Accounting Principles Board Opinion No. 20, Accounting
Changes (APB No. 20), and Statement of Financial Accounting Standards No. 3,
"Reporting Accounting Changes in Interim Financial Statements."  Statement
No. 154 applies to all voluntary changes in accounting principle, and changes
the requirements for accounting for and reporting of a change in accounting

                                   Page-51

principle.  Statement No. 154 requires retrospective application to prior
periods' financial statements of a voluntary change in accounting principle
unless it is impracticable to do so.  In contrast, APB No. 20 previously
required that most voluntary changes in accounting principle be recognized by
including in net income of the period of the change the cumulative effect of
changing to the new accounting principle.  The provisions of this Statement
are effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005.  The Statement does not change the
transition provisions of any existing accounting pronouncements, including
those that are in a transition phase as of the effective date of this
Statement.  Adoption of this Statement will not have any immediate effect on
our consolidated financial statements, and we will apply this guidance
prospectively.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and certain information incorporated herein
by reference contain forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934.  The following information should
be read in conjunction with "Part I, Item 1.  Business," "Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operation," and "Part II, Item 8. Financial Statements and Supplementary
Data."

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk. We do not use derivative financial instruments in our
investment portfolio. Our investment portfolio is generally comprised of U.S.
money market accounts and cash deposits. Our policy is to place these
investments in instruments that meet high credit quality standards and have
maturities of less than two years with an overall average maturity of less
than one year. These securities are subject to interest rate risk and could
decline in value if there is a major change in interest rates. Due to the
short duration of the securities in which we invest and the conservative
nature of our investment portfolio, a 10% move in interest rates over a
one-year period would have an immaterial effect on our financial position,
results of operations and cash flows.

Foreign Currency Exchange Rate Risk. The majority of our sales and research
and development and marketing expenses are transacted in U.S. dollars. We
purchase wafers from Fujitsu in Japanese Yen and have limited accounts
payable and receivable transactions in Canadian dollars.  However, payments
from Japanese customers provide yen currency for approximately 55% of our
wafer purchase costs. We do not use financial derivatives to hedge our
prices, therefore, we have some exposure to foreign currency price
fluctuations. Gains and losses from such fluctuations have not been material
to us to date.

At December 31, 2005, we had floating rate debt outstanding of $2.7 million.
A 10% move in interest rates would not have a material effect on our
financial statements.

                                   Page-52

Interest payable on the Company's mortgage note is fixed at 6.17% over the
term of the loan.  As such, changes in interest rates will not effect the
future earnings or cash flows.

Item  8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

              Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Ramtron International Corporation:

We have audited the accompanying consolidated balance sheets of Ramtron
International Corporation as of December 31, 2005 and 2004, and the related
consolidated statements of operations and comprehensive income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 2005. In connection with our audits of the consolidated
financial statements, we also have audited financial statement schedule II.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and the financial statement schedule based
on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Ramtron
International Corporation as of December 31, 2005 and 2004, and the results
of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2005, in conformity with U.S. generally
accepted accounting principles.  Also in our opinion, the related financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Ramtron
International Corporation's internal control over financial reporting as of
December 31, 2005, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report dated
March 14, 2006, expressed an unqualified opinion on management's assessment
of, and the effective operation of, internal control over financial
reporting.

/s/ KPMG LLP
- ------------
KPMG LLP

Denver, Colorado
March 14, 2006
                                   Page-53

               Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Ramtron International Corporation:

We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting (appearing
on page 57), that Ramtron International Corporation maintained effective
internal control over financial reporting as of December 31, 2005, based on
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Ramtron International Corporation's management is responsible for maintaining
effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on management's assessment and an
opinion on the effectiveness of the Company's internal control over financial
reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control,
and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.

A company's internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles.  A company's
internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

                                   Page-54

In our opinion, management's assessment that Ramtron International
Corporation maintained effective internal control over financial reporting as
of December 31, 2005, is fairly stated, in all material respects, based on
criteria established in Internal Control-Integrated Framework issued by COSO.
Also, in our opinion, Ramtron International Corporation maintained, in all
material respects, effective internal control over financial reporting as of
December 31, 2005, based on criteria established in Internal
Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets
of Ramtron International Corporation as of December 31, 2005 and 2004, and
the related consolidated statements of operations and comprehensive income,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2005, and our report dated March 14, 2006 expressed
an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP
- ------------
KPMG LLP

Denver, Colorado
March 14, 2006
                                   Page-55

                        RAMTRON INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2005 and 2004
                       (in thousands, except share data)
                                 -------------
                                                          2005        2004
                                                        --------    --------
     ASSETS
Current assets:
   Cash and cash equivalents                            $  3,345    $  6,384
   Accounts receivable, less allowances
     of $273 and $163, respectively                        6,234       7,061
   Inventories                                             7,118       4,580
   Other current assets                                      857         434
   Assets of discontinued operations                          --       6,421
                                                        ---------   ---------
      Total current assets                                17,554      24,880

Property, plant and equipment, net                         4,732       3,970
Goodwill, net                                              2,008         585
Intangible assets, net                                     8,310       3,792
Other assets                                                 212         426
                                                        ---------   ---------
      Total assets                                      $ 32,816    $ 33,653
                                                        =========   =========
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                     $  3,841    $  2,915
   Accrued liabilities                                     1,084       2,662
   Deferred revenue                                        1,142       1,350
   Current portion of long-term promissory notes           1,354         250
   Liabilities of discontinued operations                     --       1,384
                                                        ---------   ---------
      Total current liabilities                            7,421       8,561

Deferred revenue                                           3,764       4,986
Long-term promissory notes net of unamortized
   discount of $0 and $1,151, respectively                 7,137       4,914
                                                        ---------   ---------
      Total liabilities                                   18,322      18,461
                                                        ---------   ---------
Stockholders' equity:
   Common stock, $.01 par value, 50,000,000 authorized;
     24,387,830 and 22,380,126 shares issued and
     outstanding, respectively                               244         224
   Additional paid-in capital                            241,113     235,455
   Accumulated other comprehensive income                    115          --
   Accumulated deficit                                  (226,978)   (220,487)
                                                        ---------   ---------
      Total stockholders' equity                          14,494      15,192
                                                        ---------   ---------
      Commitments and contingencies (Notes 5, 6 and 14)

      Total liabilities and stockholders' equity        $ 32,816    $ 33,653
                                                        =========   =========

See accompanying notes to consolidated financial statements.

                                    Page F-1

                       RAMTRON INTERNATIONAL CORPORATION
        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
              For the years ended December 31, 2005, 2004 and 2003
                    (in thousands, except per share amounts)
                                 -------------
                                                2005       2004       2003
                                              --------   --------   --------
Revenue:
   Product sales                              $ 32,664   $ 37,231   $ 26,593
   License and development fees                    716        717        498
   Royalties                                       762        765        480
   Customer-sponsored research and development     250        781      1,162
                                              ---------  ---------  ---------
                                                34,392     39,494     28,733
                                              ---------  ---------  ---------
Costs and expenses:
   Cost of product sales                        15,999     17,078     12,833
   Provision for inventory write-off               876        121        278
   Research and development                      7,294      6,209      5,778
   Customer-sponsored research and development     321        797        994
   General and administrative                    4,415      5,100      4,441
   Sales and marketing                           5,029      5,394      3,782
   Write-off of in-process research
     and development                             1,067         --         --
   Write-down of debt discount and loss
     on extinguishment                           1,624         --         --
                                              ---------  ---------  ---------
                                                36,625     34,699     28,106
                                              ---------  ---------  ---------
Operating income (loss) from continuing
   operations                                   (2,233)     4,795        627
Interest expense, related party                   (162)      (410)      (486)
Interest expense, other                           (592)      (899)      (879)
Other income, net                                  345         45         26
                                              ---------  ---------  ---------
Income (loss) from continuing operations
   before income tax provision                  (2,642)     3,531       (712)
Income tax provision                                --        (74)        --
                                              ---------  ---------  ---------
Income (loss) from continuing operations        (2,642)     3,457       (712)
Income (loss) from discontinued operations      (3,849)       145     (8,793)
                                              ---------  ---------  ---------
      Net income (loss)                       $ (6,491)  $  3,602   $ (9,505)
                                              =========  =========  =========
Other comprehensive income, net of tax:
  Foreign currency translation adjustments    $    115   $     --   $     --
                                              ---------  ---------  ---------
      Comprehensive income (loss)             $ (6,376)  $  3,602   $ (9,505)
                                              =========  =========  =========

                                   Page F-2

Net income (loss) per share:
  Basic:
    Income (loss) from continuing operations  $  (0.11)  $   0.15   $  (0.03)
    Income (loss) from discontinued operations   (0.17)      0.01      (0.40)
                                              ---------  ---------  ---------
      Total                                   $  (0.28)  $   0.16   $  (0.43)
                                              =========  =========  =========

  Diluted:
    Income (loss) from continuing operations  $  (0.11)  $   0.14   $  (0.03)
    Income (loss) from discontinued operations   (0.17)      0.01      (0.40)
                                              ---------  ---------  ---------
      Total                                   $  (0.28)  $   0.15   $  (0.43)
                                              =========  =========  =========
Weighted average shares outstanding:
   Basic                                        23,089     22,238     22,149
                                              =========  =========  =========
   Diluted                                      23,089     23,528     22,149
                                              =========  =========  =========

See accompanying notes to consolidated financial statements.

                                   Page F-3



                                           RAMTRON INTERNATIONAL CORPORATION
                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  For the years ended December 31, 2005, 2004 and 2003
                                        (in thousands, except par value amounts)
                                                    --------------
                                                        Common Stock                Accumulated
                                                      ($.01) Par Value  Additional     Other                       Total
                                                      ----------------   Paid-in   Comprehensive  Accumulated  Stockholders'
                                                       Shares  Amount    Capital       Income       Deficit        Equity
                                                       ------  ------   ---------- -------------  -----------  -------------
                                                                                              
Balances, December 31, 2002                            22,124   $221    $234,517          --      $(214,584)      $20,154
Exercise of options                                        67      1         135          --             --           136
Issuance of stock options for services provided            --     --          57          --             --            57
Modification of common stock warrants related to
   debentures                                              --     --         179          --             --           179
Other                                                      --     --          21          --             --            21
Net loss                                                   --     --          --          --         (9,505)       (9,505)
                                                      --------------------------------------------------------------------
Balances, December 31, 2003                            22,191    222     234,909          --       (224,089)       11,042
Exercise of options                                       189      2         410          --             --           412
Issuance of stock options for services provided            --     --         136          --             --           136
Net income                                                 --     --          --          --          3,602         3,602
                                                      --------------------------------------------------------------------
Balances, December 31, 2004                            22,380    224     235,455          --       (220,487)       15,192
Exercise of options                                        56      1         114          --             --           115
Issuance of stock options for services provided            --     --          45          --             --            45
Stock issued for acquisition                            1,952     19       5,499          --             --         5,518
Cumulative foreign currency transaction adjustments        --     --          --        $115             --           115
Net income (loss)                                          --     --          --          --         (6,491)       (6,491)
                                                      --------------------------------------------------------------------
Balances, December 31, 2005                            24,388   $244    $241,113        $115      $(226,978)      $14,494
                                                      ====================================================================

See accompanying notes to consolidated financial statements.

                                   Page F-4

                       RAMTRON INTERNATIONAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2005, 2004 and 2003
                                (in thousands)
                                --------------
                                                        (Revised, See Note 9)
                                                        ---------------------
                                                 2005       2004      2003
                                               --------   --------  --------
Cash flows from operating activities:
   Net income (loss)                          $ (6,491)   $ 3,602   $ (9,505)
   Adjustments used to reconcile net income
    (loss) to net cash  provided by (used in)
    operating activities:
     (Income) loss from discontinued operations  3,849       (145)     8,793
     Depreciation and amortization               1,458      1,203      1,248
     Write-off of purchased in-process
       research and development expense          1,067         --         --
     Amortization of debt discount, including
       non-cash loss on extinguishment           1,153        633        667
     Imputed interest on note payable               94         75         --
     Loss on abandonment of patents                138        138        183
     Gain on disposition of equipment             (255)       (30)       (10)
     Warrants and stock options issued for
       services                                     45        136         57
     Provision for inventory write-off             876        121        278
   Changes in assets and liabilities:
     Accounts receivable                         1,415     (1,615)     2,182
     Inventories                                (3,383)      (773)     2,254
     Accounts payable and accrued liabilities   (1,020)       739        402
     Deferred revenue                           (1,431)    (1,079)       103
     Other                                         (37)        34        156
   Net cash discontinued operating activities     (414)      (534)    (3,476)
                                              ---------  ---------  ---------
       Net cash provided by (used in)
         operating activities                   (2,936)     2,505      3,332
                                              ---------  ---------  ---------
Cash flows from investing activities:
   Cash paid for acquisition net of cash
     acquired (see Note 15)                     (2,260)        --         --
   Purchase of property, plant and equipment    (1,389)      (807)      (491)
   Proceeds from sale of equipment and patents     268        215         28
   Payments for intellectual property             (512)      (174)      (481)
   Change in restricted cash                        --          9         (9)
   Net cash provided by discontinued
     operations                                  1,602      1,741        461
                                              ---------  ---------  ---------
       Net cash provided by (used in)
         investing activities                   (2,291)       984       (492)
                                              ---------  ---------  ---------

                                   Page F-5

Cash flows from financing activities:
   Debt issuance costs                            (121)        --         --
   Proceeds from term loan & mortgage loan       7,200         --         --
   Proceeds from line of credit                  5,850        750         --
   Payments on line of credit                   (5,850)      (750)        --
   Principal payments on promissory notes       (5,120)    (2,315)    (1,400)
   Issuance of common stock, net of expenses       114        412        136
                                              ---------  ---------  ---------
       Net cash provided by (used in)
         financing activities                    2,073     (1,903)    (1,264)
                                              ---------  ---------  ---------

Net increase (decrease) in cash and
   cash equivalents                             (3,154)     1,586      1,576
Effect of foreign currency                         115         --         --
Cash and cash equivalents, beginning of year     6,384      4,798      3,222
                                              ---------  ---------  ---------
Cash and cash equivalents, end of year        $  3,345   $  6,384   $  4,798
                                              =========  =========  =========

See accompanying notes to consolidated financial statements.

                                   Page F-6

                        RAMTRON INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       December 31, 2005, 2004 and 2003
                           ------------------------

NOTE 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

DESCRIPTION OF BUSINESS.  Ramtron International Corporation ("Ramtron" or the
"Company") designs, develops and markets specialized semiconductor memory,
microcontroller and integrated semiconductor solutions.

The Company's revenue is derived primarily from the sale of its FRAM
products and from license and development arrangements entered into with a
limited number of established semiconductor manufacturers and involving the
development of specific applications of the Company's technologies.  Other
revenue is generated from products and customer-sponsored research and
development revenue.  Product sales have been made to various customers for
use in a variety of applications including utility meters, office equipment,
consumer electronics, telecommunications, accelerator boards, disk
controllers, personal computers and industrial control devices.

Mushkin was classified as a discontinued operation during the third quarter
of 2005.  EMS was classified as a discontinued operation during the first
quarter of 2004.  See Note 11 of these Notes of Consolidated Financial
Statements below for further discussion of EMS and Mushkin.

USE OF ESTIMATES.  The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting periods.  Estimates are used for items such as allowance for
uncollectible accounts, inventory obsolescence reserves, impairment testing
of long-lived assets and goodwill, and valuation allowances for deferred tax
assets.  Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION.  The accompanying financial statements include
the consolidation of accounts for the Company's wholly owned subsidiaries,
Ramtron LLC, Ramtron Canada and Ramtron Kabushiki Kaisha (Ramtron K.K.).  All
significant inter-company accounts and transactions have been eliminated in
consolidation.

CASH AND CASH EQUIVALENTS.  The Company considers all cash and highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.

INVENTORIES. Inventories are stated at the lower of cost or market value.
The first-in, first-out method of costing inventories is used.  The Company
writes down its inventory for estimated obsolescence or lack of marketability
for the difference between the cost of inventory and the estimated market
value based upon assumptions about future demand and market conditions.

                                   Page F-7

PROPERTY, PLANT AND EQUIPMENT.  Property, plant and equipment are stated at
cost.  Depreciation and amortization are provided using the straight-line
method over the estimated useful lives of the respective assets.  Maintenance
and repairs are expensed as incurred and improvements are capitalized.

GOODWILL.  Goodwill represents the excess of the purchase price over the fair
value of identifiable net tangible and intangible assets acquired in a
business combination.  Goodwill is tested for impairment annually, or more
frequently if events or changes in circumstances indicate that goodwill may
be impaired.  The Company performed its annual goodwill impairment testing as
of December 31, 2005, and determined that no impairments existed at that
date.

INTANGIBLE ASSETS.  Intangible assets are recorded at cost and are amortized
over their estimated useful lives using the straight-line method, generally
15 to 17 years.  The amounts capitalized for patents include the cost of
acquiring and defending the patent.

IMPAIRMENT OF LONG-LIVED ASSETS.  The Company reviews the carrying
values of its long-lived assets whenever events or changes in circumstances
indicate that such carrying values may not be recoverable.  Long-lived assets
are carried at historical cost if the projected cash flows from their use
will recover their carrying amounts on an undiscounted basis and without
considering interest.  However, if projected cash flows are less than their
carrying value, the long-lived assets are reduced to their estimated fair
value.  Considerable judgment is required to project such cash flows and, if
required, estimate the fair value of the impaired long-lived asset.

ACCRUED LIABILITIES.  Accrued liabilities consist of the following as of
December 31 (in thousands):

                                2005       2004
                               ------     ------

Compensation related           $  768     $2,135
Other                             316        527
                               ------     ------
Total                          $1,084     $2,662
                               ======     ======

REVENUE RECOGNITION.  Revenue from product sales to direct customers is
recognized upon shipment as we generally do not have any post-shipment
obligations or allow for any acceptance provisions.  In the event a situation
occurs to create a post-shipment obligation, we would defer revenue
recognition until the specific obligation was satisfied.  We defer
recognition of sales to distributors when we are unable to make a reasonable
estimate of product returns due to insufficient historical product return
information.  The revenue recorded is dependent upon estimates of expected
customer returns and sales discounts.

                                   Page F-8

Revenue from licensing programs is recognized over the period the Company is
required to provide services under the terms of the agreement.  Revenue from
research and development activities that are funded by customers are
recognized as the services are performed.

Revenue from royalties is recognized upon the notification to us of shipment
of product from the Company's technology license partners to direct
customers.

ADVERTISING.  The Company expenses advertising costs as incurred.
Advertising expenses for the years ended December 31, 2005, 2004 and 2003
were $198,000, $219,000, and $204,000, respectively.

INCOME TAXES.  Income taxes are accounted for under the asset and liability
method.  Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards.  Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled.  The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.

NET INCOME (LOSS) PER SHARE.  The Company calculates its income (loss) per
share pursuant to SFAS No. 128, "Earnings Per Share" (SFAS No. 128).  Under
SFAS No. 128, basic income (loss) per share is computed by dividing reported
income (loss) available to common stockholders by weighted average shares
outstanding.  Diluted income (loss) per share reflects the potential dilution
assuming the issuance of common shares for all dilutive potential common
shares outstanding during the period.  In periods where the Company records a
net loss, all potentially dilutive securities, including warrants and stock
options, would be anti-dilutive and thus, are excluded from diluted
loss per share.

The following table sets forth the calculation of net income (loss) per
common share for the years ended December 31, 2005, 2004 and 2003 (in
thousands, except per share amounts):

                                                       December 31,
                                              -------------------------------
                                                 2005       2004      2003
                                              ---------  ---------  ---------

Income (loss) from continuing operations      $ (2,642)  $  3,457   $   (712)
                                              =========  =========  =========
Income (loss) from discontinued operations    $ (3,849)  $    145   $ (8,793)
                                              =========  =========  =========
Net income (loss) applicable to
   common shares                              $ (6,491)  $  3,602   $ (9,505)
                                              =========  =========  =========

                                   Page F-9

Common and common equivalent
  shares outstanding:

    Historical common shares outstanding
    at beginning of year                        22,380     22,191     22,124

    Weighted average common equivalent
    shares issued during year                      709         47         25
                                              ---------  ---------  ---------
    Weighted average common shares-basic        23,089     22,238     22,149
    Weighted average common equivalent
      shares outstanding during year                --      1,290         --
                                              ---------  ---------  ---------
    Weighted average common shares-diluted      23,089     23,528     22,149
                                              =========  =========  =========
Income (loss) from continuing operations
  per basic share                             $  (0.11)  $   0.15   $  (0.03)
Income (loss) from discontinued operations
  per basic share                                (0.17)      0.01      (0.40)
                                              ---------  ---------  ---------
Net income (loss) per basic share             $  (0.28)  $   0.16   $  (0.43)
                                              =========  =========  =========
Income (loss) from continuing operations
  per diluted share                           $  (0.11)  $   0.14   $  (0.03)
Income (loss) from discontinued operations
  per diluted share                              (0.17)      0.01      (0.40)
                                              ---------  ---------  ---------
Net income (loss) per diluted share           $  (0.28)  $   0.15   $  (0.43)
                                              =========  =========  =========

For the years ended December 31, 2005, 2004 and 2003, the Company had
several equity instruments or obligations that could create future dilution
to the Company's common stockholders and which were not classified as
outstanding common shares of the Company.  The following table details such
instruments and obligations and the common stock equivalent for each.  The
common stock number is based on specific conversion or issuance assumptions
pursuant to the corresponding terms of each individual instrument or
obligation.  During 2005, 2004 and 2003, these potential stock issuances were
excluded from the net income (loss) per common share calculation because they
were anti-dilutive:

                                                December 31,
                                       -------------------------------
                                          2005       2004       2003
                                       ---------  ---------  ---------
                                                (in thousands)

Warrants                                  2,331        725      2,349
Options                                   6,872      2,921      4,545
Convertible debentures                       --      1,214      1,751

                                   Page F-10

STOCK-BASED COMPENSATON.  At December 31, 2005, the Company had five stock-
based compensation plans, which are more fully described in Note 7 of these
Notes of Consolidated Financial Statements below.  The Company accounts for
employee stock-based compensation using the intrinsic value method prescribed
by Accounting Principles Board Opinion No. 25 (APB No. 25), "Accounting for
Stock Issued to Employees" and related interpretations.  All options granted
under these plans have an exercise price equal to the market value of the
underlying common stock on the date of grant, therefore no stock-based
compensation is reflected in net income or loss.  Had compensation cost for
these plans been determined consistent with SFAS No. 123, "Accounting for
Stock-Based Compensation" as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure, an Amendment of FASB
Statement No. 123," the Company's net income would have been decreased or net
loss would have been increased to the following adjusted amounts:

                                            Year Ended December 31,
                                  -------------------------------------------
                                      2005           2004           2003
                                  -------------  -------------  -------------
                                    (in thousands, except per share amounts)

Net income (loss) as reported        $ (6,491)       $ 3,602        $(9,505)

Stock-based employee compensation
cost included in net income (loss)
as reported                                --             --             --

Stock-based employee compensation
cost that would have been included
in net income (loss) if the fair
value method had been applied to
all awards                              3,162          1,655          1,314
                                     ---------      ---------      ---------
Pro forma net income (loss) as if
the fair value method had been
applied to all awards                $ (9,653)      $  1,947       $(10,819)
                                     =========      =========      =========

Net income (loss) per share
    As reported:
       Basic                         $  (0.28)      $  0.16        $  (0.43)
       Diluted                          (0.28)         0.15           (0.43)

    Pro forma:
       Basic                         $  (0.42)      $  0.09        $  (0.49)
       Diluted                          (0.42)         0.08           (0.49)

                                   Page F-11

The pro forma amounts reflected above may not be representative of the
effects on our reported net income or loss in future years because the number
of future share to be issued under these plans are not known and the
assumptions used to determine the fair value can vary significantly.
Following the weighted average assumptions used with the Black-Scholes option
pricing model to estimate the fair value of all options granted to our
employees in 2005, 2004 and 2003:

                                         2005          2004          2003
                                      ----------    ----------    ----------
          Risk free interest rate        4.00%         3.56%         3.00%
          Expected dividend yield           0%            0%            0%
          Expected lives               4.0 years     4.0 years     4.0 years
          Expected volatility              84%           98%          108%

The weighted average fair value of shares granted during the years ended
December 31, 2005, 2004 and 2003 was $2.36, $2.47, and $1.68, respectively.

On December 30, 2005, the Company's board of directors accelerated the
vesting of all outstanding and unvested stock options that had an exercise
price equal to or greater than $2.75 issued to current employees.  The impact
of the acceleration on net income as shown in the above table was an increase
in pro forma stock-based compensation expense of approximately $1.1 million
in 2005.  Aside from the acceleration of the vesting date, the terms and
conditions of the stock option agreements governing the underlying stock
options remain unchanged.  In connection with the acceleration of vesting,
executive officers and certain employees of Ramtron entered into agreements
restricting their ability to sell shares acquired from the exercise of the
accelerated options.

The purpose of the acceleration was to avoid recognizing future compensation
expense associated with the accelerated options upon the adoption of SFAS
No. 123R, "Share Based Payments ("SFAS No. 123R").  SFAS No. 123R sets forth
accounting requirements for "share-based" compensation to employees and
requires companies to recognize in the income statement the grant-date fair
value of stock options and other equity-based compensation.

FAIR VALUE OF FINANCIAL INSTRUMENTS.  The Company's financial instruments
consist of cash and cash equivalents, restricted cash, short-term trade
receivables and payables.  The carrying values of cash and cash equivalents,
restricted cash, and short-term trade receivables and payables approximate
fair value due to their short-term nature.  The fair value of the Company's
promissory notes were approximately $7,539,000 and $5,579,000 as of
December 31, 2005 and 2004, respectively, using a discounted cash flow
approach.

COMPREHENSIVE INCOME OR LOSS.  The Company reports all changes in equity that
result from transactions and other economic events from non-owner sources as
comprehensive income or loss.

                                   Page F-12

RECLASSIFICATIONS.  Certain 2005, 2004 and 2003 balances have been
reclassified to conform to the current year presentation.

NEW ACCOUNTING PRONOUNCEMENTS.  In December 2004, the FASB issued Statement
of Financial Accounting Standards No. 123R, "Share-Based Payment."  This
Standard addresses the accounting for transactions in which a company
receives employee services in exchange for (a) equity instruments of the
Company or (b) liabilities that are based on the fair value of the Company's
equity instruments or that may be settled by the issuance of such equity
instruments.  This Standard also eliminates the ability to account for
share-based compensation transactions using Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and requires that
such transactions be accounted for using a fair-value-based method. The
Standard is effective for periods beginning after January 1, 2006.

The Company currently assessing its valuation options allowed in this
Standard.  Even though the Company has not quantified the dollar amount of
this new accounting standard, the result will have a negative impact on the
Company's earnings starting with the accounting period beginning January 1,
2006.

In November 2004, the FASB issued Statement of Financial Accounting Standards
No. 151, "Inventory Costs," an amendment to ARB No. 43, Chapter 4.  Statement
No. 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing" to
clarify the accounting for abnormal amounts of spoilage, freight and other
items.  This Statement requires that these items be recognized as current
period charges.  The provisions of this Statement are effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. Adoption of
this Statement does not have any immediate effect on our consolidated
financial statements.

In June 2005, the FASB issued Statement of Financial Accounting Standards
No. 154, "Accounting Changes and Error Corrections" (Standard No. 154). This
Statement replaced Accounting Principles Board Opinion No. 20, Accounting
Changes (APB No. 20), and Statement of Financial Accounting Standards No. 3,
"Reporting Accounting Changes in Interim Financial Statements."  Statement
No. 154 applies to all voluntary changes in accounting principle, and changes
the requirements for accounting for and reporting of a change in accounting
principle.  Statement No. 154 requires retrospective application to prior
periods' financial statements of a voluntary change in accounting principle
unless it is impracticable to do so.  In contrast, APB No. 20 previously
required that most voluntary changes in accounting principle be recognized by
including in net income of the period of the change the cumulative effect of
changing to the new accounting principle.  The provisions of this Statement
are effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005.  The Statement does not change the
transition provisions of any existing accounting pronouncements, including
those that are in a transition phase as of the effective date of this
Statement.  Adoption of this Statement will not have any immediate effect on
our consolidated financial statements, and we will apply this guidance
prospectively.

                                   Page F-13

NOTE 2.  INVENTORIES:

Inventories consist of:

                                           December 31,
                                        ------------------
                                         2005        2004
                                        ------      ------
                                          (in thousands)

          Finished goods                $3,476      $2,784
          Work in process                3,728       2,136
          Obsolescence reserve             (86)       (340)
                                        -------     -------
                                        $7,118      $4,580
                                        =======     =======

NOTE 3.  PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of:

                                              Estimated      December 31,
                                             Useful Lives  -----------------
                                              (In Years)     2005      2004
                                             ------------  -------   -------
                                                             (in thousands)

Land                                             --       $   668    $   668
Buildings and improvements                    18 and 10     8,942      8,942
Equipment                                         5        11,774     15,365
Office furniture and equipment                    5           482        608
                                                          --------   --------
                                                           21,866     25,583
Less accumulated depreciation                             (17,134)   (21,613)
                                                          --------   --------
                                                          $ 4,732    $ 3,970
                                                          ========   ========

Depreciation expense for property, plant and equipment was $1,108,000,
$916,000, and $892,000 for 2005, 2004 and 2003, respectively. Maintenance
and repairs expense was $910,000, $684,000, and $575,000 for 2005, 2004 and
2003, respectively.

NOTE 4.  GOODWILL AND OTHER INTANGIBLE ASSETS:

                                   Page F-14

Goodwill and other intangible assets consist of:

                                      December 31,       December 31,
                                         2005                2004
                                     -------------       ------------
                                               (in thousands)
   Goodwill                            $ 5,951             $ 4,528
   Accumulated amortization             (3,943)             (3,943)
                                       --------            --------
      Goodwill, net                    $ 2,008             $   585
                                       ========            ========

   Patents and core technology          10,950             $ 6,119
   Accumulated amortization             (2,640)             (2,327)
                                       --------            --------
      Intangible assets, net           $ 8,310             $ 3,792
                                       ========            ========

The goodwill increase in 2005 relates to our acquisition of Goal
Semiconductor, Inc.  Please see Note 15 for further information on the
acquisition.

Goodwill is tested for impairment at least annually or more frequently if
indicators of potential impairment exist.  The Company completed its annual
analysis of the fair value of its goodwill as of December 31, 2005 and
December 31, 2004 and determined there is no indicated impairment of its
goodwill.

The primary reason for the patent increase in 2005 relates to our acquisition
of Goal Semiconductor, Inc.  See Note 15 for further information on the
acquisition.

Amortization expense for intangible assets was $350,000, $287,000 and
$357,000 in 2005, 2004 and 2003, respectively.  Estimated amortization
expense for intangible assets is $565,000 annually in 2006 through 2010 and
$5.5 million thereafter.

NOTE 5.  LONG-TERM DEBT:

                                               2005        2004
                                            ----------  ----------
                                                 (in thousands)
Long-term debt:

5% Convertible debentures                    $    --      $ 4,535
Unamortized debt discount relating
  to convertible debentures                       --       (1,151)
National Semiconductor promissory note         1,624        1,780
Mortgage note                                  4,200           --
Silicon Valley Bank Term Loan                  2,667           --
                                             --------     --------
                                               8,491         5164
Long-term debt current maturities             (1,354)        (250)
                                             --------     --------
Total                                        $ 7,137      $ 4,914
                                             ========     ========

                                   Page F-15

On March 14, 2002, we signed an agreement to issue $8.0 million of 5 year, 5%
fixed rate, convertible debentures.  The debentures were convertible into the
Company's common stock at a fixed conversion price of $3.769, which is equal
to 110% of the five-day volume weighted average price (VWAP) of the Company's
common stock prior to the transaction signing, and were convertible at any
time up to the maturity date of March 28, 2007.  The debentures were secured
by a Deed of Trust on our headquarters facility in Colorado Springs, Colorado
and by a security interest in certain of our accounts receivable and patents.
The debentures were retired on July 1, 2005.

In addition, 5-year warrants for an aggregate of 700,435 shares were issued
to the investors with an initial exercise price of $4.28 per share. The
warrants were valued using the Black-Scholes option pricing model with a
resulting total value of approximately $1,773,000 at March 28, 2002.  This
amount was being accounted for as a discount to the outstanding debentures
and was being amortized over the remaining life of the debentures as a charge
to interest expense.  The unamortized discount pertaining to the outstanding
debenture as of December 31, 2005 and December 31, 2004 as a result of the
issuance of the warrants was approximately $0 and $763,000, respectively.
This unamortized discount was written off in the third quarter of 2005 upon
retirement of the debentures and was included in the write-down of debt and
loss on extinguishment as part of continuing operations.

As a result of the conversion terms of these debentures, a beneficial
conversion feature of $900,000 was created.  This beneficial conversion
feature was recorded as an increase to additional paid-in capital and as a
debt discount to the outstanding debentures.  This discount was being
amortized over the remaining life of the debentures as a charge to interest
expense.  The unamortized discount pertaining to the outstanding debentures
as of September 30, 2005 and December 31, 2004 as a result of the beneficial
conversion feature was approximately $0 and $388,000, respectively.  This
unamortized discount was written off in the third quarter of 2005 upon the
retirement of the debentures and was included in the write-down of debt and
loss on extinguishment as part of continuing operations.

The debentures contained covenants including, without limitation, achieving a
minimum amount of earnings before interest, taxes, depreciation and
amortization (EBITDA), as defined in the debenture agreements.  As of
June 30, 2003, the Company failed to meet the minimum EBITDA covenant under
the debenture agreements, which by the terms of the debentures became an
event of default on July 30, 2003 (the "Default").  On August 18, 2003, we
entered into a Waiver and Amendment to Debenture Agreement (the "Waiver
Agreement") with the debenture holders.  The Waiver Agreement provided for a
waiver of the Default as well as a waiver of all remaining EBITDA covenants
during 2003.  In addition, the Waiver Agreement required that we make
quarterly principal payments to the debenture holders over the following six
quarters.

                                   Page F-16

In addition, the Waiver Agreement provided for lowering the exercise price of
the 700,435 common stock warrants held by the debenture holders from $4.28 to
a price equal to 150% of the average closing bid price for the Company's
common stock for the 5-trading days immediately preceding the effective date
of the Waiver Agreement ($3.04) and an extension of the exercise period for
one year.  The adjustment to the original terms of the warrants created an
additional non-cash increase to debt discount and additional paid-in capital
of approximately $179,000, which was recorded during the quarter ended
September 30, 2003 and was included in the unamortized debt discount balances
disclosed above.  This unamortized discount was written off in the third
quarter of 2005 upon retirement of the debentures and was included in the
write-down of debt and loss on extinguishment as part of continuing
operations.

On July 1, 2005, the Company retired the aforementioned outstanding 5 year,
5% fixed rate, convertible debentures with Bramwell Capital Corporation,
Alexandra Global Master Fund, Ltd. and Infineon Technologies, A.G., which
were due in March 2007.  The Company paid a total of approximately $4.9
million, including the aggregate principal and an aggregate premium payment
representing future interest payments, to retire the debt early.  The six-
year warrants to purchase approximately 779,000 shares of the Company's
common stock at $3.04 per share that were issued with the debentures will
remain outstanding.  The Company took a pre-tax charge of $1.6 million, of
which $1.2 million was non-cash and $0.4 million was penalty interest paid,
to account for costs associated with the repayment of the debentures.  This
amount was included in costs and expenses in our statement of operations as
write down of debt discount and loss on extinguishment.

Interest paid to the debenture holders during 2005, 2004 and 2003 was
approximately $155,000, $225,000 and $385,000, respectively.  As of
December 31, 2005 and December 31, 2004, $0 and $4,535,000 were outstanding
on these debentures.

On July 1, 2005, the Company finalized a $4 million revolving secured credit
facility with Silicon Valley Bank, a subsidiary of Silicon Valley Bancshares.
The revolving facility provides for interest at a floating rate equal to the
prime lending rate plus 0.50% per annum, 7.75% at December 31, 2005, a
minimum interest rate of 6.00% per year and a term of two years.  On
September 15, 2005, we amended this credit facility to include a $3,000,000
term loan payable in 36 equal installments over three years at an interest
rate equal to the prime lending rate plus 1% per annum, 8.25% December 31,
2005.  Security for the credit facility includes all of the Company's assets
except for our real estate.  The Company also entered into an Intellectual
Property Security Agreement with Silicon Valley Bank that secures the
Company's obligations under the credit facility by granting Silicon Valley
Bank a security interest in all of the Company's right, title and interest
in, to and under its intellectual property.  The Company used $3.6 million of
proceeds from the revolving credit line to retire the convertible debentures.
The Company's available funds at December 31, 2005 under this revolving
credit agreement were $2.9 million.  At December 31, 2005, the Company had no
outstanding balance related to the revolving credit facility.  The Company's
commitment fee is no greater than $6,000 per quarter.

                                   Page F-17

The Company is required to comply with certain covenants under the new credit
facility, including without limitation, minimum fixed charge covenant ratios,
liquidity coverage ratios, and maintain certain leverage ratios, and
restrictions on certain actions without the consent of Silicon Valley Bank
such as the disposal and acquisition of its business or property, changes in
business, ownership or location of collateral, mergers or acquisitions,
investments or transactions with affiliates, and paying subordinated debt.

As of September 30, 2005, the Company failed to meet the maximum senior
leverage ratio covenant and the liquidity coverage covenant, which by the
terms of our loan agreement became an event of default on October 31, 2005.
This non-compliance was primarily a result of first-quarter 2005 inventory
charges taken for product yield issues; the impact of the Goal Semiconductor
acquisition on the September 30 cash balance, and changes in the Company's
foreign and domestic accounts receivable mix.  We obtained a forbearance
until December 15, 2005 from Silicon Valley Bank so that the Company and
the bank can work to restructure the covenants to better align with the
Company's business practices.

On December 30, 2005, the Company entered into a Loan Modification Agreement
which completed the restructuring of its Amended and Restated Loan Agreement
with Silicon Valley Bank, a subsidiary of Silicon Valley Bancshares.  The
Loan Modification Agreement provides for the waiver of the Company's event of
default on October 31, 2005, revises the financial covenants to better reflect
the Company's operations, and includes provision for the Company's investment
in its Canadian subsidiary and payments pursuant to the recent mortgage
financing of the Company's Colorado Springs facility.  The Company was in
compliance with all covenants as of December 31, 2005.

On April 6, 2004, the Company entered into an agreement to settle its long
standing patent interference proceeding with National Semiconductor
Corporation (see Note 14 of these Notes of Consolidated Financial Statements
below).  As a result of the settlement, beginning April 2004, the Company is
required to pay National $250,000 annually through 2013.  As of December 31,
2005, the present value of this promissory note is $1,624,000.  The Company
discounted the note at 5.75%.

On March 31, 2003, the Company signed an agreement with Wells Fargo Business
Credit, Inc. to provide a secured $3.0 million revolving line of credit.  The
credit facility provides for interest at a floating rate equal to the prime
lending rate plus 1.75% per annum and a term of 3 years.  Security for the
credit facility includes the Company's non-European accounts receivable and
inventories.  Interest charges and minimum fees paid to Wells Fargo Business
Credit, Inc. during 2005 and 2004 were approximately $31,000 and $126,000,
respectively.  On April 1, 2005, the Company terminated its agreement with
Wells Fargo Business Credit, Inc. to reduce its costs for the availability of
a credit facility and to obtain a higher line of credit.  As of December 31,
2005, there were no amounts outstanding on this line of credit.

                                   Page F-18

On December 15, 2005, Ramtron, through its subsidiary, Ramtron LLC, for which
Ramtron International Corporation serves as sole member and sole manager,
closed on its mortgage loan facility with American National Insurance
Company.  Ramtron LLC entered into a promissory note evidencing the loan with
the principal amount of $4,200,000, with a maturity date of January 1, 2016,
bearing interest at 6.17%.  The Company is obligated to make monthly
principal and interest payments of $30,500 until January 2016 and a balloon
payment of $2,757,000 in January 2016.  Ramtron LLC also entered into an
agreement for the benefit of American National Insurance Company securing the
Company's real estate as collateral for the mortgage loan facility.

Maturities of the Company's outstanding promissory notes are as follows as of
December 31, 2005 (in thousands):

                        2006    2007    2008    2009    2010   Thereafter
                       ------  ------  ------  ------  ------  ----------
Long-term debt
  obligations          $1,354  $1,366  $1,042  $  382  $  390    $4,333
                       ======  ======  ======  ======  ======    ======

NOTE 6.  COMMITMENTS:

LEASE COMMITMENTS.  The Company has commitments under non-cancelable
operating leases expiring through 2008 for various equipment and facilities.
Minimum future annual lease payments under these leases as of December 31,
2004 are as follows:

            2006         $  610,000
            2007            302,000
            2008            180,000
                         ----------
                         $1,092,000
                         ==========

Total rent expense on all operating leases was $392,000, $261,000, and
$36,000 for 2005, 2004 and 2003, respectively.

MANUFACTURING ALLIANCES.  The Company has entered into a third-party
manufacturing agreement for the supply of its FRAM products.  The Company's
third-party manufacturing agreement provides only for a call on the
manufacturing capacity of the vendor.  The product will be supplied to the
Company at prices negotiated between the Company and the third-party
manufacturer based on current market conditions.  The Company does not
currently engage in any take-or-pay agreements with its manufacturing
vendors.

NOTE 7.  STOCKHOLDERS' EQUITY:

For the years ended December 31, 2005, 2004 and 2003, the Company recorded
no dividends, respectively.

                                   Page F-19

WARRANTS.  Warrants to purchase shares of the Company's common stock are as
follows:
                                                     Number of Shares
                                               -----------------------------
                                                      (in thousands)
                                Exercise        Principal
                             Price Per Share   Stockholders   Others   Total
                             ---------------   ------------   ------   -----

Outstanding and exercisable
at December 31, 2002           $2.25-$17.00       2,273        101     2,374

Cancelled                      $4.28-$17.00        (700)       (25)     (725)
Granted                            $3.04            700         --       700
                                                 ---------------------------
Outstanding and exercisable
at December 31, 2003           $2.25-$6.88        2,273         76     2,349

Cancelled                          $3.77             --        (18)      (18)
                                                 ---------------------------
Outstanding and exercisable
at December 31, 2004           $2.25-$6.88        2,273         58     2,331

                                                 ---------------------------
Outstanding and exercisable
at December 31, 2005           $2.25-$6.88        2,273         58     2,331
                                                 ===========================

All of the outstanding warrants are currently exercisable.  Of such warrants:
warrants to purchase 58,000 shares with an exercise price of $4.11 expire in
March 2007, warrants to purchase 667,000 shares with an exercise price of
$6.88 expire in December 2007; warrants to purchase 700,000 shares with an
exercise price of $3.04 expire in March 2008;and warrants to purchase 906,000
shares of common stock with an exercise price of $2.25 expire in 2008 and
2009.

STOCK OPTIONS.  The Company has five stock option plans, the Amended and
Restated 1986 Stock Option Plan (the "1986 Plan"), the 1989 Non-statutory
Stock Option Plan (the "1989 Plan"), the 1995 Stock Option Plan, as amended
(the "1995 Plan"), the 1999 Stock Option Plan (the "1999 Plan"), and the 2005
Incentive Award Plan (the "2005 Plan"), collective, the "Plans."  The Plans
reserve 11,235,714 shares of the Company's common stock for issuance and
permit the issuance of non-qualified stock options.  The exercise price of
all non-qualified stock options must be equal to at least 85% of the fair
market value of the common stock on the date of grant in the 1986 and 1989
Plans and 95% in the 1995, 1999 and 2005 Plans, and the maximum term of each
grant is ten years.  Options granted become exercisable in full or in
installments pursuant to the terms of each agreement evidencing options
granted.  The 1986 Plan, 1995 Plan and 2005 Plan also permit the issuance of
incentive stock options.  As of December 31, 2005, the Company has not
granted any incentive stock options.  The number of shares for options
available for future grant on these plans is 3,085,332.

                                   Page F-20

The Company accounts for these plans under APB Opinion No. 25, under which no
compensation cost was recognized for grants with an exercise price equal to
or in excess of the value of the underlying stock on the measurement date.

Activity in the Plans is as follows:

                                                   Number of Shares
                                           -------------------------------
                                                    (in thousands)
                         Weighted Average  Directors
                            Exercise          and
                         Price Per Share   Officers   Employees    Total
                         ----------------  ---------  ---------  ---------
Outstanding at
December 31, 2002             $ 6.54         2,147      2,388      4,535

Granted                       $ 2.31           425        662      1,087
Cancelled                     $ 6.49          (344)      (666)    (1,010)
Exercised                     $ 2.03            --        (67)       (67)
Reclassification                              (388)       388         --
                                           ------------------------------
Outstanding at
December 31, 2003             $ 5.61         1,840      2,705      4,545

Granted                       $ 3.66           485        447        932
Cancelled                     $ 6.88            (4)      (164)      (168)
Exercised                     $ 2.18          (114)       (75)      (189)
Reclassification                              (324)       324         --
                                           ------------------------------
Outstanding at
December 31, 2004             $ 5.34         1,883      3,237      5,120

Granted                       $ 2.36         1,175        949      2,124
Cancelled                     $ 6.93           (68)      (248)      (316)
Exercised                     $ 2.03           (40)       (16)       (56)
                                           ------------------------------
Outstanding at
December 31, 2005                            2,950      3,922       6,872
                                           ==============================

As of December 31, 2005, 2004 and 2003, 4,942,000, 3,270,000, and 2,735,000,
of the above options were exercisable, respectively, with weighted average
exercise prices of $5.183, $6.60, and $7.26, respectively.

The following table sets forth the exercise price range, number of shares,
weighted average exercise price and remaining contractual lives by groups of
options:

                                   Page F-21

                                                 Weighted Average
                                            ---------------------------
                           Number of                        Remaining
     Exercise Price         Options          Exercise      Contractual
         Range            Outstanding         Price           Life
     ---------------      -----------       ----------     ------------
                         (in thousands)

     $ 1.47 - $ 2.25        1,054             $ 2.03           4.90
     $ 2.29 - $ 2.29        1,910               2.29           9.93
     $ 2.32 - $ 3.71        1,979               3.00           8.39
     $ 3.75 - $ 7.44        1,614               5.26           5.62
     $ 8.19 - $37.81          315              28.86           1.40
                            -----
                            6,872             $ 4.37           7.31
                            =====

                                             Weighted
                           Number of         Average
     Exercise Price         Options          Exercise
         Range            Exercisable         Price
     ---------------      -----------       ----------
                         (in thousands)

     $ 1.47 - $ 2.25        1,041            $ 2.03
     $ 2.29 - $ 2.29          350              2.29
     $ 2.32 - $ 3.71        1,622              3.15
     $ 3.75 - $ 7.44        1,614              5.26
     $ 8.19 - $37.81          315             28.86
                            -----
                            4,942            $ 5.18
                            =====

NOTE 8.  RELATED PARTY TRANSACTIONS:

TRANSACTIONS WITH THE FUND.  The National Electrical Benefit Fund (the
"Fund") is a principal stockholder of the Company.

Pursuant to a Stock and Warrant Purchase Agreement dated March 13, 1989
between the Company and the Fund, as amended by Amendment No. 1 thereto dated
June 29, 1989 (the "1989 Fund Purchase Agreement"), the Company agreed to pay
to the Fund, for as long as the Fund owns at least 5% of the outstanding
shares of the Company's common stock, a reasonable monthly consulting fee of
not more than $5,000 and to reimburse the Fund for all out-of-pocket expenses
incurred in monitoring the Fund's investment in the Company.  During 2004,
2003 and 2002, the Company was obligated to pay to the Fund approximately
$60,000 per year in payment of such fees and expenses.  Payments made for
these obligations were $0, $65,000, and $142,000 during 2005, 2004 and 2003,
respectively.  The amount of $75,000 and $15,000 related to this obligation
are included in accrued liabilities as of December 31, 2005 and 2004,
respectively.

                                   Page F-22

TRANSACTIONS INVOLVING INFINEON TECHNOLOGIES AG.  Infineon Technologies AG is
a principal stockholder of the Company.

In January 2000, the Company's then wholly owned subsidiary, EMS, entered
into a non-exclusive, worldwide technology licensing agreement with Infineon.
In consideration for the grant of the license to Infineon's technology,
Infineon received 20% of the outstanding common stock of EMS.  Additionally,
the agreement called for Infineon to provide EMS with committed wafer
manufacturing capacity using Infineon's advanced DRAM and embedded DRAM
process capabilities and access to Infineon's design technology.  Payments to
Infineon for wafers, photo masks and tooling charges related to EMS's
committed wafer manufacturing capacity during 2005, 2004 and 2003 were
approximately $0, $633,000 and $1,091,000, respectively.

During 2002 and 2003, Infineon and EMS entered into agreements whereby EMS
agreed to design and develop new products for Infineon on a fixed-fee basis.
Revenue recognized from these agreements was approximately $0, $0 and
$514,000 for 2005, 2004 and 2003, respectively.

On March 29, 2002, the Company issued a $3 million, 5% interest, 5-year
debenture to Infineon.  The debenture was convertible into the Company's
common stock at a fixed conversion price of $3.769 per share, which was equal
to 110% of the five-day volume weighted average price (VWAP) of the Company's
common stock prior to the transaction signing.  The Infineon debenture was
secured by a security interest the Company granted to Infineon in certain of
its accounts receivable and patents.  In addition, 262,663 common stock
warrants are held by Infineon with a modified exercise price of $3.04 per
share and an expiration date of March 28, 2008.  Interest paid to Infineon
during 2005, 2004, and 2003 was approximately $39,000, $101,000, and
$150,000, respectively.  The amounts outstanding under the debentures were
$0, and $1,560,000 as of December 31, 2005 and 2004, respectively.

On July 1, 2005, the Company retired its outstanding 5 year, 5% fixed rate,
convertible debentures with Infineon Technologies, A.G., which had been due
in March 2007.  The Company paid a total of approximately $1.7 million,
including the aggregate principal and an aggregate premium payment
representing future interest payments, to retire the debt early.  The
six-year warrants to purchase approximately 262,663 shares of Ramtron common
stock at $3.04 per share that was issued with the debenture will remain in
effect.

NOTE 9.  SUPPLEMENTAL CASH FLOW INFORMATION AND OTHER NON-CASH ITEMS:

We have revised our 2004 and 2003 statements of cash flow to separately
disclose the operating and investing portion of the cash flows attributable
to its discontinued operations, which in prior years was reported on a
combined basis as a single amount.

                                   Page F-23

CASH PAID FOR INTEREST AND INCOME TAXES:
                                                      2005     2004     2003
                                                     ------   ------   ------
                                                          (in thousands)

Interest                                            $  437   $  371     $508
Income taxes                                            60       --       --
Intellectual property acquired through
  issuance of long-term debt                            --    1,955       --
Common stock issued in acquisition                   5,519       --       --
Disposal of fully depreciated assets with
  no proceeds                                        3,810       --       --
Amounts included in capital expenditures but
  not yet paid                                         437      183      193

NOTE 10.  INCOME TAXES:

The sources of income (loss) before income taxes were as follows (in
thousands):

                                        2005        2004       2003
                                      --------    --------   --------

United States                         $(4,102)    $ 4,046    $(9,137)
Foreign                                (2,389)       (444)      (368)
                                      --------    --------   --------
Income (loss) before income taxes     $(6,491)    $ 3,602    $(9,505)
                                      ========    ========   ========

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized.  The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible.  Management
considers the scheduled reversal of deferred tax liabilities, projected
future taxable income, and tax planning strategies in making this assessment.
Based upon the level of historical taxable income and projections for future
taxable income over the periods in which the deferred tax assets are
deductible, management believes it is more likely than not that the Company
will realize the benefits of these deductible differences, net of the
existing valuation allowances at December 31, 2005.  The amount of the
deferred tax asset considered realizable, however, could be reduced in the
near term if estimates of future taxable income during the carryforward
periods are reduced.

                                   Page F-24

The components of deferred income taxes are as follows (in thousands):

                                              December 31,
                                          --------------------
                                            2005        2004
                                          --------    --------
                                             (in thousands)
Non-current:
  Capital loss carryovers                 $ 7,300     $ 7,300
  Deferred revenue                          1,900       2,300
  Other                                     5,780       4,470
  Net operating loss carryovers            51,800      56,600
                                          --------    --------
                                           66,780      70,670
  Valuation allowance                     (66,780)    (70,670)
                                          --------    --------
Net non-current deferred tax assets       $    --     $    --
                                          ========    ========

Management has determined, based on all available evidence, it is more likely
than not that deferred tax assets will not be realized.  Accordingly, the
Company has recorded a valuation allowance equal to its net deferred tax
assets as of December 31, 2005 and 2004.

The Company has recognized no current or deferred tax expense for the years
ended December 31, 2005 and 2003.  The Company has recognized $74,000 in
current tax expense for the year ended December 31, 2004.

Total income tax expense (benefit) from continuing operations differs from
the amount computed by applying the statutory federal income (loss) tax rate
of 35% to income before taxes.  The reasons for this difference for the years
ended December 31, were as follows (in thousands):

                                               2005      2004      2003
                                             --------   ------   --------

Computed expected tax expense (benefit)      $  (925)  $ 1,210   $  (249)
Increase (reduction in income taxes
  resulting from:
   State income taxes, net of federal impact    (126)      173       (32)
   Non-deductible differences                     40        55        28
   Prior period true-up                       (1,914)       --        --
   Change in valuation allowance               2,925    (1,438)      253
   Alternative minimum tax                        --        74        --
                                             --------  --------  --------
Income tax expense (benefit)                 $    --   $    74   $    --
                                             ========  ========  ========

                                   Page F-25

An income tax benefit of $33,000, $119,000 and $7,000 related to the exercise
of stock options during 2005, 2004, and 2003, respectively, and will be added
to other paid-in capital if, and when, the tax benefit is realized.

As of December 31, 2005, the Company had unrestricted Federal net operating
loss carryforwards of approximately $131 million to reduce future taxable
income, which expire as follows (in thousands):

                                          Regular Tax
           Expiration Date            Net Operating Losses
          -----------------           --------------------

                 2006                        $ 14,966
                 2007                          34,345
                 2008                          20,364
                 2009                             533
                 2010                           4,154
          2001 through 2025                    55,323
                                             --------
                 Total                       $129,685
                                             ========

During 2005, 2004 and 2003, net operating loss carryovers of approximately
$15.6 million, $8.7 million, $2.4 million, respectively, expired, which
decreased the recorded valuation allowance in each respective year.  In
addition, a discontinued operation contributed taxable losses in 2004 and
2003 of $1.2 million and $3.9 million, respectively.  These losses from a
discontinued operation are included in the net operating loss carryover
balances above and have increased the recorded valuation allowance each
respective year.  In the year 2000, the Company had a change of ownership,
which limited the NOL available for use in future years under Section 382.
The Company has not yet calculated the limitation due to the provision of a
full valuation allowance.

The Company has unrestricted research and development tax credit
carryforwards at December 31, 2005 for federal income tax purposes of
$1,662,000, which are available to reduce future federal income taxes, if
any, and expire beginning in 2008.

Tax expense other than payroll and income taxes were $254,000, $187,000 and
$222,000 for 2005, 2004 and 2003, respectively.

                                   Page F-26

NOTE 11.  DISCONTINUED OPERATIONS:

On July 26, 2005, the Company announced the divestiture of its Mushkin
subsidiary, which was approved by the Company's board of directors on
July 20, 2005.  The board of directors approved the disposition to allow
management to focus on the Company's FRAM product lines.  On July 26, 2005,
the Company executed an agreement with Mushkin's current general manager to
sell its Mushkin subsidiary to Mushkin's current general manager for
consideration of approximately $1.8 million.  The consideration provided in
the sale includes, among other things, Mushkin's current accounts receivable
and cash balances.  The sale closed on July 26, 2005.  The Company recognized
impairment charges during the second quarter of 2005 to goodwill for $3.4
million, to long-lived assets for $359,000, and to inventory for $170,000,
related to the divestiture.

During the first quarter of 2004, the Company committed to a plan to sell
substantially all of the remaining assets of EMS.  The remaining assets
consisted primarily of EMS' patent portfolio.  The Company completed the sale
of EMS' patent portfolio on April 20, 2004, the proceeds of which were
$1.5 million.  Due to a write-down of the carrying value of the patent
portfolio to its estimated fair value at March 31, 2004, there was no gain or
loss recorded on the finalization of the sale.  Pursuant to the terms of the
Company's Security Agreement with Infineon, the Company was required to seek
a release from Infineon for the sale of EMS' patent portfolio.  This release
required that all amounts due to Infineon in 2004 under the Waiver Agreement
(see Note 5 of these Notes of Consolidated Financial Statements above) be
paid upon receipt of the proceeds from the sale of EMS' patent portfolio.

In accordance with SFAS No. 144, the consolidated financial statements of
EMS and Mushkin have been recast to present these businesses as discontinued
operations.  Accordingly, the revenue, costs and expenses, and assets and
liabilities of the discontinued operations have been excluded from the
respective captions in the Consolidated Cash Flows, Statements of Operations
and Balance Sheets and have been reported in the various statements under the
captions, "Income (loss) from discontinued operations," "Assets of
discontinued operations" and "Liabilities of discontinued operations" for all
periods.  In addition, certain Notes to Consolidated Financial Statements
have been recast for all periods to reflect the discontinuance of these
operations.

                                   Page F-27

Summary results for the discontinued operations are as follows (in
thousands):


                                                          For the years ended December 31,
                       ----------------------------------------------------------------------------------------------------------
                                       2005                                  2004                                2003
                       ----------------------------------  ----------------------------------  ----------------------------------
                         Mushkin      EMS          Total     Mushkin      EMS         Total      Mushkin      EMS         Total
                       ----------------------------------  ----------------------------------  ----------------------------------
                                                                                               
Operating Results:

Revenue                 $ 7,714        --        $ 7,714    $18,335     $   311      $18,646    $11,446     $ 2,220      $13,666
Costs and expenses       (8,008)    $ 239         (7,768)   (17,858)       (299)     (18,157)   (11,125)     (5,804)     (16,929)
Impairment of patents
  and intangibles            --        --             --         --        (364)        (364)        --      (1,687)      (1,687)
Impairment of goodwill   (3,435)       --         (3,435)        --          --           --     (3,843)         --       (3,843)
Impairment of
  long-lived assets        (359)       --           (359)        --          --           --         --          --           --
Income tax benefit           --        --             --         --          20           20         --          --           --
                       ----------------------------------  ----------------------------------  ----------------------------------
Net income (loss)       $(4,088)    $ 239        $(3,849)   $   477     $  (332)     $   145    $(3,522)    $(5,271)     $(8,793)
                       ==================================  ==================================  ==================================


In June 2003, EMS was notified by its primary contract engineering service
customers that on-going product development programs would be discontinued no
later than July 31, 2003.  As a result of these events, a valuation of EMS'
intangible assets was completed and impairment charges of $1,687,000 were
recorded to adjust asset carrying values to their estimated fair value at
June 30, 2003. The fair values were determined by obtaining an appraisal from
an independent consulting firm specializing in such valuations.

                                   Page F-28

Amounts included in the December 31, 2005 and 2004 Consolidated Balance
Sheets for the discontinued operations are as follows (in thousands):


                                         For the years ended December 31,
                       ----------------------------------------------------------------------
                                       2005                                  2004
                       ----------------------------------  ----------------------------------
                         Mushkin      EMS          Total     Mushkin      EMS         Total
                       ----------------------------------  ----------------------------------
                                                                   
Assets of discontinued
  operations:
Accounts receivable          --          --           --    $ 1,545          --      $ 1,545
Inventories                  --          --           --      1,189          --        1,189
Other assets                 --          --           --        231          --          231
Intangible assets, net       --          --           --         --          --           --
Net property, plant
  and equipment              --          --           --         21          --           21
Goodwill                     --          --           --      3,435          --        3,435
                       ----------------------------------  ----------------------------------
Total                        --          --           --    $ 6,421          --      $ 6,421
                       ==================================  ==================================

Liabilities of
  discontinued
  operations:
Accounts payable and
  accrued liabilities        --          --           --    $ 1,145     $   239      $ 1,384


NOTE 12.  SEGMENT AND GEOGRAPHIC AREA INFORMATION:

Following our divestitures discussed in Note 11, our continuing operations
are conducted through one business segment.  Our business develops,
manufactures and sells ferroelectric nonvolatile random access memory
products, microcontrollers, integrated products, and licenses the technology
related to such products.

Revenue amounts and percentages for major customers representing more
than 10% of total revenue are as follows:

                     2005                  2004                  2003
            --------------------- --------------------- ---------------------
                                      (in thousands)

Customer A    $ 5,158     15%        $17,213    44%        $15,815    55%

                                   Page F-29

The following geographic area data include revenue based on product shipment
destination, license and development payor location and customer-sponsored
research and development payor location.  The data presented for long-lived
assets was based on physical location.

Geographic Area Net Revenue:

                                     2005         2004        2003
                                   --------     --------    --------
                                             (in thousands)

United States                      $ 3,524      $ 4,983     $ 2,206
Japan                                8,041        5,970       3,358
Canada                                  20        1,505         852
United Kingdom                       1,757        1,741       1,002
Indonesia                            4,135           --          --
Taiwan                                 988          770         241
Germany                              2,062        1,480       1,400
China/Hong Kong                      6,413        5,678       5,474
Italy                                4,065       12,170      13,082
Czech Republic                         943        3,138           3
Rest of world                        2,444        2,059       1,115
                                   -------      -------     -------
Total                              $34,392      $39,494     $28,733
                                   =======      =======     =======

Geographic Area Long-lived Assets (Net):

                                        December 31,
                                    -------------------
                                      2005        2004
                                    -------     -------
                                      (in thousands)

United States                       $ 8,384     $8,618
Thailand                                372        155
Canada                                6,506         --
                                    -------     ------
                                    $15,262     $8,773
                                    =======     ======

NOTE 13.  DEFINED CONTRIBUTION PLAN:

The Company has a cash or deferred compensation plan (the "401(k) Plan")
intended to qualify under Section 401(k) of the Internal Revenue Code of
1986, as amended (the "Code"), in which substantially all employees are
participants.  Participants in the 401(k) Plan may make maximum pretax
contributions, subject to limitations imposed by the Code, of 100% of their
compensation.  The Company may make, at the Board of Directors' discretion,
an annual contribution on behalf of each participant.  No amounts were
contributed by the Company under the 401(k) Plan on behalf of participating
employees during 2005 and 2003.  During 2004, approximately $72,000 was
charged to expense for Company contributions under the 401(k) Plan which were
paid in the first quarter of 2005.

                                   Page F-30

NOTE 14.  CONTINGENCIES:

PATENT INTERFERENCE PROCEEDING.  On April 6, 2004, the Company and National
Semiconductor Corporation (National) entered into an agreement to settle
their long standing patent interference dispute, which began in 1991 as a
patent interference proceeding that was declared in the United States Patent
and Trademark Office in regard to one of the Company's issued United States
patents.  The patent involved covers a basic ferroelectric memory cell design
invention that the Company believes is of fundamental importance to its FRAM
business in the United States.

Under the terms of the settlement agreement Ramtron has abandoned four of the
five claims in its existing patent, two of National's patent applications
relating to the interference claims have been assigned to Ramtron and two
others were retained by National.  National and Ramtron have agreed to
cross license any and all future patents that may mature from the four
applications at no additional cost to either company.  As consideration for
the assigned patent applications and cross license provisions of the
agreement, Ramtron will pay National $2.5 million in equal annual
installments of $250,000 through 2013.  At March 31, 2004, the Company
recorded an intangible asset and current and long-term debt of approximately
$1,955,000, the present value of the annual installment payments.  At
December 31, 2005, the discounted amount was approximately $1,625,000.  The
Company was discounting this liability at 5.75%.  The Company did not record
an impairment of the existing patents held for the technology in dispute as
the Company believes, with the assignments and cross-license arrangements
discussed previously, we are in a position now, insofar as our ability
to use the technology in dispute was concerned, that was at least as
favorable as our position prior to this resolution.  In addition, the Company
believes the amounts capitalized related to these patents and licenses will
be recovered through future cash flows.

The fifth remaining count of the patent interference proceeding with National
Semiconductor Corporation was sent to a Special Master for a final ruling.
On December 12, 2005, the District Court for the District of Columbia
reversed the judgment of the Board of Patent Appeals and Interferences and
found that the claims of Ramtron's patent were supported by an enabling
disclosure.  Thus, Ramtron's patent was found to be entitled to priority over
National Semiconductor Corporation's patent application, and pursuant to our
agreement with National Semiconductor Corporation, we granted a license with
respect to this technology to National Semiconductor Corporation.

OTHER PATENT MATTERS.  The Company's industry is characterized by the
existence of a large number of patents and frequent claims and related
litigation regarding patents and other intellectual property rights.  The
Company cannot be certain that third parties will not make a claim of
infringement against the Company or against its semiconductor company
licensees in connection with their use of the Company's technology.  Any
claims, even those without merit, could be time consuming to defend, result
in costly litigation and diversion of technical and management personnel, or
require the Company to enter into royalty or licensing agreements.  These
royalty or licensing agreements, if required, may not be available to the
Company on acceptable terms or at all.  A successful claim of infringement
against the Company or one of its semiconductor manufacturing licensees in
connection with our use of the Company's technology could materially impact
the Company's results of operations.

                                   Page F-31

OTHER LITIGATION.  The Company is involved in other legal matters in the
ordinary course of business.  Although the outcomes of any such legal actions
cannot be predicted, management believes that there are no pending legal
proceeding against or involving the Company for which the outcome would
likely to have a material adverse effect upon the Company's financial
position or results of operations.

NOTE 15.  ACQUISITION OF GOAL SEMICONDUCTOR, INC.

On August 29, 2005, the Company acquired 100% of the outstanding common and
preferred stock of Goal Semiconductor, Inc. of Montreal, Canada ("Goal").
The results of Goal's operations have been consolidated in our financial
statements since the acquisition date.  The Company believes that its
business combination with Goal will enable the Company to accelerate its
product development plans for integrated semiconductor solutions and provide
customers with an expanded portfolio of FRAM-enabled data acquisition, signal
processing and microcontroller devices.

The aggregate purchase price was approximately $7.9 million, which included
approximately $2.4 million in cash and the issuance of common stock valued at
approximately $5.5 million.  The value of the 1,951,000 shares of common
stock was determined based on the average market price of the Company's
common stock over the two-day period before and after the acquisition date.

The following table summarizes the estimated fair value of the assets
acquired and liabilities assumed at the date of acquisition.  The Company
used a third-party consultant to value the intangible assets.

                                  As of August 29, 2005
                                  ---------------------
                                      (in thousands)

     Net assets                          $  824
     Acquired in-process research
       and development                    1,067
     Intangible assets                    4,591
     Goodwill                             1,423
                                         ------
                                         $7,905
                                         ======

Approximately $1,067,000 of the purchase price represented the estimated fair
value of acquired in-process research and development projects that had not
yet reached technological feasibility and had no alternative future use.
Accordingly, that amount was immediately expensed in the consolidated
statement of operations upon the acquisition date and was shown as a separate
line item therein.

The $4,591,000 of intangible assets acquired related to the core technology
purchased.  It was determined that this technology had a weighted-average
useful life of 15 years, and the Company will amortize this cost on a
straight-line basis over the 15-year life.  This technology is primarily for
digital and analog functions that management believes are not subject to
rapid technological change.

                                   Page F-32

Summarized below are the unaudited pro forma consolidated results of
operations as if Goal had been acquired at the beginning of the periods
presented.  The pro forma consolidated financial statements may not be
indicative of the results that actually would have occurred if our
acquisition of Goal had occurred on the dates indicated or which may be
obtained in the future.

                                                The Year Ended
                                                  December 31,
                                               ------------------
                                                 2005      2004
                                               --------  --------

Revenue                                        $34,582   $39,859
Income (loss) from continuing operations        (3,875)    7,866
Net income (loss)                               (7,374)    1,011

   Net income (loss) per share:
      Basic                                    $ (0.30)  $  0.04
      Diluted                                  $ (0.30)  $  0.04

                                   Page F-33

NOTE 16.  QUARTERLY DATA (UNAUDITED):

The following unaudited information shows selected items by quarter for the
years 2005 and 2004.


                                                       2005                                      2004
                                     ----------------------------------------    ----------------------------------------
                                         Q1        Q2        Q3        Q4            Q1        Q2        Q3        Q4
                                     ----------------------------------------    ----------------------------------------
                                                        (in thousands except per share data)
                                                                                         
Revenue                              $ 8,028    $ 8,682    $ 8,751   $ 8,931     $ 8,956    $10,382    $10,739   $ 9,416
Gross margin, product sales,
  including inventory provision        3,049      4,127      4,429     4,184       4,514      5,141      5,520     4,856
Operating income (loss)                 (406)       580     (2,092)     (316)      1,317      1,377      1,551       550
Net income (loss) applicable
  to common shares from
  continuing operations                 (681)       348     (2,179)     (131)        961      1,031      1,220       245
Income (loss) from discontinued
   operations                            (42)    (3,809)       (98)      100        (125)       107         71        92

Basic:
Income (loss) per share
  from continuing operations         $ (0.03)   $  0.02    $ (0.09)  $    --     $  0.05    $  0.04     $  0.05   $  0.01
Income (loss) from discontinued
   operations                             --      (0.17)     (0.01)       --       (0.01)      0.01        0.01        --
                                     ----------------------------------------    ----------------------------------------
     Total                           $ (0.03)   $ (0.15)   $ (0.10)  $    --     $  0.04    $  0.05     $  0.06   $  0.01
                                     ========================================    ========================================
Diluted:
Income (loss) per share
  from continuing operations         $ (0.03)   $  0.02    $ (0.09)  $    --     $  0.05    $  0.04     $  0.06   $  0.01
Income (loss) from discontinued
  operations                              --      (0.17)     (0.01)       --       (0.01)      0.01          --        --
                                     ----------------------------------------    ----------------------------------------
     Total                           $ (0.03)   $ (0.15)   $ (0.10)  $    --     $  0.04    $  0.05     $  0.06   $  0.01
                                     ========================================    ========================================


                                   Page F-34

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

None

Item 9A.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures and Related CEO
     and CFO Certifications

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is
accumulated and communicated to management, including the Company's Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as
appropriate, to allow timely decisions regarding required disclosure.  In
connection with the preparation of this Annual Report on Form 10-K, as of
December 31, 2005, an evaluation was performed under the supervision and with
the participation of the Company's management, including the CEO and CFO, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange
Act). Based on this evaluation, our management, including our Chief Executive
Officer and Chief Financial Officer, concluded that our disclosure controls
and procedures are effective.

(b)  Changes in Internal Control and Financial Reporting

There were no changes in the Company's internal control over financial
reporting during its most recently completed fiscal quarter that have
materially affected or are reasonably likely to materially affect the
Company's internal control over financial reporting.

Attached as Exhibits to this Annual Report on Form 10-K are certifications of
the Chief Executive Officer (Exhibit 31.1) and the Chief Financial Officer
(Exhibit 31.2), which are required in accordance with Rule 13a-14 of the
Exchange Act.  This Controls and Procedures section includes the information
concerning the controls evaluation referred to in the certifications and it
should be read in conjunction with the certifications for a more complete
understanding of the topics presented.

                                   Page-56

(c)  Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in the Exchange Act
Rules 13a-15(f).  Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.  All
internal control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

Under the supervision and with the participation of management, including the
principal executive officer and the principal financial officer, the
Company's management has evaluated the effectiveness of its internal control
over financial reporting as of December 31, 2005 based on the criteria
established in a report entitled Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission.  Based on its assessment, management concluded that the Company
maintained effective internal control over financial reporting as of
December 31, 2005.

Management's assessment of the effectiveness of the Company's internal
control over financial reporting as of December 31, 2005 has been audited by
KPMG LLP, an independent registered public accounting firm.

Item 9B.  OTHER INFORMATION

None

PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding our directors is incorporated by reference from the
information contained under the caption "Election of Directors" in our 2006
Proxy Statement for the 2006 Annual Meeting of Stockholders.  Information
regarding current executive officers found under the caption "Executive
Officers of the Registrant" in Part I hereof is also incorporated by
reference into this Item 10.  Information regarding Section 16 reporting
compliance is incorporated by reference from information contained under the
caption "Executive Compensation - Section 16(a) Beneficial Ownership
Reporting Compliance" in our 2006 Proxy Statement.

                                   Page-57

Code of Conduct
- ---------------

We have adopted a Code of Conduct that applies to all of our directors,
officers and employees. This code is publicly available on our web site at
www.ramtron.com.  Any substantive amendments to the code and any grant of
waiver from a provision of the code requiring disclosure under applicable SEC
or Nasdaq rules will be disclosed by us in a report on Form 8-K.

Item 11.  EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from the
information contained under the caption "Executive Compensation" in our 2006
Proxy Statement.

Item 12.  SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The information required by this item is incorporated by reference from the
information contained under the caption "Security Ownership of Principal
Stockholders and Management" in our 2006 Proxy Statement.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference from the
information contained under the caption "Executive Compensation and Other
Information" in our 2006 Proxy Statement.

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference from the
information contained under the caption "Ratification of Appointment of
Independent Auditors" in our 2006 Proxy Statement.

PART IV

Item 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  The following documents are filed as a part of this report:

(1)  Financial Statements:
                                                                         Page
                                                                         ----
Report of Independent Registered Public Accounting Firm  . . . . . . .    53
Consolidated Balance Sheets as of December 31, 2005 and 2004 . . . . .   F-1
Consolidated Statements of Operations and Comprehensive Income
   for the years ended December 31, 2005, 2004 and 2003  . . . . . . .   F-2
Consolidated Statements of Changes in Stockholders' Equity for the
   years ended December 31, 2005, 2004 and 2003  . . . . . . . . . . .   F-4
Consolidated Statements of Cash Flow for the years ended
    December 31, 2005, 2004 and 2003 . . . . . . . . . . . . . . . . .   F-5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . .   F-7

(2)  Financial Statement Schedules:
                                                                         Page
                                                                         ----
     Schedule II:  Valuation and Qualifying Accounts . . . . . . . . .    59

                                   Page-58

All other schedules are omitted because they are not required, or not
applicable, or because the required information is included in the financial
statements or notes thereto.

(3)  Exhibits.  The Exhibits listed on the accompanying Index to Exhibits
     immediately following the Financial Statement Schedules are filed as
     part of, or incorporated by reference into, this report.

               Schedule II:  Valuation and Qualifying Accounts
               ===============================================

                         RAMTRON INTERNATIONAL CORPORATION
                                  SCHEDULE II
                         VALUATION AND QUALIFYING ACCOUNTS
                                (in thousands)

Column A           Column B        Column C            Column D    Column E
- ---------          ----------      ----------          ----------  ----------
                                    Additions
                               ----------------------
                   Balance at  Charged to  Charged to              Balance at
                   Beginning   Costs and     Other                    End
Description        of Period    Expenses    Accounts   Deductions  of Period
- ------------       ----------  ----------  ----------  ----------  ----------
Year Ended
December 31, 2003:

Accounts receivable
 reserves             $134        $320         $--        $  279     $175
                     =====================================================
Inventory
obsolescence reserve  $226        $278         $--        $   54     $450
                     =====================================================

Year Ended
December 31, 2004:

Accounts receivable
 reserves             $175        $176         $--        $  188     $163
                     =====================================================
Inventory
obsolescence reserve  $450        $121         $--        $  231     $340
                     =====================================================

Year Ended
December 31, 2005:

Accounts receivable
 reserves             $163        $513         $--        $  403     $273
                     =====================================================
Inventory
obsolescence reserve  $340        $876         $--        $1,130     $ 86
                     =====================================================

                                    Page-59

                               INDEX TO EXHBITS
- -----------------------------------------------------------------------------

         Exhibit
         Number
         -------

          2.1    Share Purchase Agreement, dated as of August 29, 2005, by
                 and among Ramtron International Corporation, 4317467 Canada
                 Inc., Goal Semiconductor Inc., Fonds de Solidarite des
                 Travailleurs du Quebec (F.T.Q.), Business Development Bank
                 of Canada, Investissement Technologie (3599) Inc.,
                 Vision2000 Venture Ltd., Michael Parziole, Patrick Boutard,
                 Christian Fayomi, Gareth Sargeant, Abdellah Azelmad, and
                 Gordon Harling.(24)

          2.2    Form of Stock Option Purchase Agreement and Sale
                 Agreement.(24)

          3.1    Certificate of Incorporation of Registrant, as amended.(6)
          3.2    Bylaws of Registrant, as amended.(17)

          4.1    Amended and Restated Warrant to purchase 805,697 shares of
                 common stock issued by the Registrant to the National
                 Electrical Fund dated August 6, 1999.(5)
          4.2    Amended and Restated Warrant to purchase 100,000 shares of
                 common stock issued by the Registrant to the National
                 Electrical Fund dated August 6, 1999.(5)
          4.3    Warrant to purchase 667,000 shares of common stock issued by
                 the Registrant to L. David Sikes dated January 18, 2000.(7)
          4.4    Warrant amendment dated December 14, 2000 issued by the
                 Registrant to L. David Sikes.(9)
          4.5    Form of Rights Agreement, dated April 19, 2001, between
                 Ramtron International Corporation and Citibank, N.A.(10)
          4.6    Securities Purchase Agreement between the Registrant and
                 Infineon Technologies, AG, dated March 14, 2002.(14)
          4.7    Securities Purchase Agreement between the Registrant and
                 Bramwell Capital Corp. and Halifax Fund, L.P., dated
                 March 14, 2002.(14)
          4.11   Security Agreement between the Registrant and Infineon
                 Technologies, AG, dated March 28, 2002.(14)
          4.12   Amendment No. 1 to Share Purchase Agreement between
                 Registrant and Infineon Technologies, AG, dated March 28,
                 2002.(14)
          4.13   Amendment No. 1 to Registration Rights Agreement between
                 Registrant and Infineon Technologies, AG, dated March 28,
                 2002.(14)
          4.14   Registration Rights Agreement between the Registrant and
                 Bramwell Capital Corp. and Halifax Fund, L.P., dated
                 March 28, 2002.(14)

                                   Page-60

          4.15   Waiver Agreement between Bramwell Capital Corporation
                 and the Registrant, dated August 18, 2003.(16)
          4.16   Waiver Agreement between Halifax Fund, L.P. and the
                 Registrant, dated August 18, 2003.(16)
          4.17   Waiver Agreement between Infineon Technologies AG and the
                 Registrant, dated August 18, 2003.(16)
          4.18   Warrant to Purchase Common Stock between the Registrant and
                 Infineon Technologies, AG, dated March 28, 2002 and as
                 amended on August 18, 2003.(18)
          4.19   Warrant to Purchase Common Stock between the Registrant and
                 Bramwell Capital Corp., dated March 28, 2002 and as amended
                 on August 18, 2003.(18)
          4.20   Warrant to Purchase Common Stock between the Registrant and
                 Halifax Fund, L.P., dated March 28, 2002 and as amended on
                 August 18, 2003.(18)
          4.21   Amendment to Security Agreement and Release of Certain
                 Intellectual Property between the Registrant and Infineon
                 Technologies AG, dated March 30, 2004.(19)

         10.1    Registrant's Amended and Restated 1986 Stock Option Plan and
                 forms of Incentive Stock Option Agreement, Non-statutory
                 Stock Option Agreement and Stock Purchase Agreement.(2)
         10.2    Registrant's Amended 1989 Non-statutory Stock Option Plan
                 and forms of Non-statutory Stock Option Agreement and Stock
                 Purchase Agreement.(3)
         10.3    1995 Stock Option Plan and forms of Incentive Stock Option
                 Agreement and Non-statutory Stock Option Agreement.(4)
         10.4    Amendment No. 1 to Registrant's 1989 Non-statutory Stock
                 Option Plan dated October 24, 1996.(1)
         10.5    Amendment No. 1 to Registrant's Amended and Restated 1986
                 Stock Option Plan dated October 24, 1996.(1)
         10.6    Amendment No. 1 to Registrant's 1995 Stock Option Plan dated
                 October 24, 1996.(1)
         10.7*   Second Amendment to FRAM Technology License Agreement
                 between Fujitsu Limited and the Registrant dated
                 September 20, 1999.(6)
         10.8    Amendment No. 2 to Registrant's 1995 Stock Option Plan dated
                 December 22, 1999.(6)
         10.9    Registrant's 1999 Stock Option Plan.(6)
         10.10   Employment Agreement effective January 1, 2000  between the
                 Registrant and L. David Sikes, dated January 18, 2000.(7)
         10.12*  Agreement between Infineon Technologies AG and the
                 Registrant, as amended, dated as of January 26, 2000.(8)
         10.14   Stock Purchase Agreement between Infineon Technologies AG
                 and Registrant dated December 14, 2000.(8)
         10.15   Amendment No. 2 to Registrant's Amended and Restated 1986
                 Stock Option Plan, as amended, dated July 25, 2000.(9)
         10.16   Amendment No. 2 to Registrant's 1989 Non-statutory Stock
                 Option Plan, as amended, dated July 25, 2000.(9)
         10.17   Amendment No. 3 to Registrant's 1995 Stock Option Plan,
                 as amended, dated July 25, 2000.(9)

                                   Page-61

         10.18   Amendment No. 1 to Registrant's 1999 Stock Option Plan,
                 as amended, dated July 25, 2000.(9)
         10.19*  Technology and Service Agreement between Infineon
                 Technologies AG and the Registrant, dated December 14,
                 2000.(9)
         10.20   Amendment to Employment Agreement between the Registrant and
                 L. David Sikes, dated December 14, 2000.(9)
         10.21*  Joint Development and License Agreement between the
                 Registrant and Texas Instruments, dated August 14, 2001.(12)
         10.22*  FRAM Technology License Agreement between the Registrant
                 and NEC Corporation, dated November 15, 2001.(13)
         10.31*  Settlement Agreement between National Semiconductor
                 Corporation and the Registrant dated April 6, 2004. (20)
         10.32   Patent Purchase Agreement between Purple Mountain Server LLC
                 and the Registrant dated April 13, 2004.(20)
         10.33   Offer Letter between the Registrant and Eric A. Balzer,
                 dated October 28, 2004.(21)
         10.34   Change in Control Agreement between the Registrant and
                 Eric A. Balzer dated December 2, 2004.(22)
         10.35   Ramtron International Corporation 2005 Incentive Award
                 Plan.(26)
         10.36   Promissory note between Ramtron LLC and American National
                 Insurance Company dated December 8, 2005.(27)
         10.37   Deed of Trust, Security Agreement and Financing Statement
                 between Ramtron LLC and American National Insurance Company
                 dated December 8, 2005.(27)
         10.38   Form of Resale Restriction Agreement between Ramtron
                 International Corporation and its executive officers and
                 certain employees.(28)
         10.39   Loan Modification Agreement between Ramtron International
                 Corporation and Silicon Valley Bank dated December 30,
                 2005.(28)
         10.40   Severance Agreement and General Release and Waiver of
                 Claims between the Company and Mr. Greg B. Jones
                 dated January 13, 2006.(29)
         10.43   Agreement to Pay-Off the Debentures between Ramtron
                 International Corporation and Infineon Technologies AG,
                 dated July 1, 2005.(23)
         10.44   Agreement to Pay-Off the Debentures between Ramtron
                 International Corporation, Bramwell Capital Corp. and
                 Alexandra Global Master Fund, Ltd. dated July 1, 2005.(23)
         10.45   Stock Purchase Agreement between Ramtron International
                 Corporation and D. George Stathakis dated July 26, 2005.(23)
         10.46   Accounts Receivable Agreement between Ramtron International
                 Corporation and Mushkin Inc. dated July 26, 2005.(23)
         10.47   Escrow Agreement, dated as of August 29, 2005, by and among
                 Ramtron International Corporation, 4317467 Canada Inc., Goal
                 Semiconductor Inc., Fonds de Solidarite des Travailleurs du
                 Quebec (F.T.Q.), Business Development Bank of Canada,
                 Investissement Technologie (3599) Inc., Vision2000 Venture
                 Ltd., Irv Lustigman, Andre Lafontaine, National Bank Trust
                 Inc., as escrow agent, and Citibank N.A. (24)

                                   Page-62

         10.48   Amended and Restated Loan and Security Agreement between
                 Ramtron International Corporation and Silicon Valley Bank,
                 dated September 15, 2005.(25)
         10.49   Intellectual Property Security Agreement between
                 Ramtron International Corporation and Silicon Valley Bank,
                 dated September 15, 2005.(25)

         21.1    Subsidiaries of Registrant.

         23.1    Consent of Independent Registered Public Accounting Firm

         31.1    Certification of Principal Executive Officer pursuant to
                 18 U.S.C. SECTION 1350, as adopted pursuant to Section 302
                 of the Sarbanes-Oxley Act of 2002.

         31.2    Certification of Principal Financial Officer pursuant to
                 18 U.S.C. SECTION 1350, as adopted pursuant to Section 302
                 of the Sarbanes-Oxley Act of 2002.

         32.1    Certification of Principal Executive Officer pursuant to
                 18 U.S.C. SECTION 1350, as adopted pursuant to Section 906
                 of the Sarbanes-Oxley Act of 2002.

         32.2    Certification of Principal Financial Officer pursuant to
                 18 U.S.C. SECTION 1350, as adopted pursuant to Section 906
                 of the Sarbanes-Oxley Act of 2002.

         99.1    Teaming Agreement, dated March 2, 2001, between Ramtron
                 International Corporation and National Scientific
                 Corporation.(11)
         99.2*   Volume Purchase Agreement between Ampy Automation Digilog
                 Limited and the Registrant dated July 24, 2000.(15)
         99.3    Assurance Letter Pursuant to Securities and Exchange
                 Commission Release Nos. 33-8070; 34-45590; 35-27503;
                 39-2395; IA-2018; IC-25464; FR-62; File No. S7-03-02.(13)

*  Confidential treatment has been granted or requested with respect to
portions of this exhibit, and such confidential portions have been deleted
and separately filed with the Securities and Exchange Commission pursuant to
Rule 24b-2 or Rule 406.
- -----------

(1)  Incorporated by reference to our Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended December 31, 1996 filed
     with the Securities and Exchange Commission on March 26, 1997.

(2)  Incorporated by reference to our Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended June 30, 1991, filed
     with the Securities and Exchange Commission on September 30, 1991.

                                   Page-63

(3)  Incorporated by reference to our Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended December 31, 1994 filed
     with the Securities and Exchange Commission on April 17, 1995.

(4)  Incorporated by reference to our Form S-1 Registration
     Statement (Registration No. 33-99898) filed with the Securities and
     Exchange Commission on December 1, 1995.

(5)  Incorporated by reference to our Form 8-K (Commission File No.
     0-17739) filed with the Securities and Exchange Commission on August 31,
     1999.

(6)  Incorporated by reference to our Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended December 31, 1999
     filed with the Securities and Exchange Commission on March 29, 2000.

(7)  Incorporated by reference to our Amendment No. 1 to the
     Annual Report on Form 10-K (Commission File No. 0-17739) for the year
     ended December 31, 1999 filed with the Securities and Exchange
     Commission on April 28, 2000.

(8)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      December 22, 2000.

(9)  Incorporated by reference to our Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended December 31, 2000
     filed with the Securities and Exchange Commission on March 30, 2001.

(10)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      May 9, 2001.

(11)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      June 8, 2001.

(12)  Incorporated by reference to our Amendment No. 1 to
      Form 10-Q (Commission File No. 0-17739) for the quarter ended
      September 30, 2001 filed with the Securities and Exchange Commission on
      November 13, 2001, as amended on August 2, 2002.

(13)  Incorporated by reference to our Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 2001
      filed with the Securities and Exchange Commission on March 29, 2002,
      as amended on June 17, 2002.

                                   Page-64

(14)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      April 4, 2002.

(15)  Incorporated by reference to our Amendment No. 2 to
      Form 10-Q (Commission File No. 0-17739) for the quarter ended
      March 31, 2002 filed with the Securities and Exchange Commission on
      May 10, 2002, as amended on July 23, 2001.

(16)  Incorporated by reference to our Form 10-Q (Commission File
      No. 0-17739) for the quarter ended June 30, 2003 filed with the
      Securities and Exchange Commission on August 19, 2003.

(17)  Incorporated by reference to our Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 2002
      filed with the Securities and Exchange Commission on March 31, 2003.

(18)  Incorporated by reference to our Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 2003
      filed with the Securities and Exchange Commission on March 25, 2004.

(19)  Incorporated by reference to our Form 10-Q (Commission File
      No. 0-17739) for the quarter ended March 31, 2004 filed with the
      Securities and Exchange Commission on May 13, 2004.

(20)  Incorporated by reference to our Form 10-Q (Commission File
      No. 0-17739) for the quarter ended June 30, 2004 filed with the
      Securities and Exchange Commission on August 12, 2004.

(21)  Incorporated by reference to our Form 10-Q (Commission File
      No. 0-17739) for the quarter ended September 30, 2004 filed with the
      Securities and Exchange Commission on November 15, 2004.

(22)  Incorporated by reference to our Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 2004
      filed with the Securities and Exchange Commission on March 16, 2005.

(23)  Incorporated by reference to our Form 10-Q (Commission File
      No. 0-17739) for the quarter ended June 30, 2005 filed with the
      Securities and Exchange Commission on August 9, 2005.

(24)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      September 2, 2005.

(25)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      September 21, 2005.

                                   Page-65

(26)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      December 8, 2005.

(27)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      December 21, 2005.

(28)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      January 5, 2006.

(29)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      January 17, 2006.

                                   Page-66

                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the County of
El Paso, State of Colorado, on March 14, 2006.

                                            RAMTRON INTERNATIONAL CORPORATION

                                            By:  /S/ William W. Staunton, III
                                               ------------------------------
                                               William W. Staunton, III
                                               Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the date indicated.

Signature                       Title                              Date
- --------------------------      ----------------------------    -----------

/S/ William G. Howard
- -------------------------       Chairman                          3-14-06
William G. Howard

/S/ Klaus Fleischmann
- ---------------------------     Director                          3-14-06
Klaus Fleischmann

/S/ Doris Keitel-Schulz
- ---------------------------     Director                          3-14-06
Doris Keitel-Schulz

/S/ William George
- ---------------------------     Director                          3-14-06
William George

/S/ Jack L. Saltich
- ---------------------------     Director                          3-14-06
Jack L. Saltich

/S/ Theodore J. Coburn
- ---------------------------     Director                          3-14-06
Theodore J. Coburn

/S/ William W. Staunton, III
- ----------------------------    Director and Chief Executive      3-14-06
William W. Staunton, III        Officer

/S/ Eric A. Balzer
- -------------------------       Director and Chief Financial      3-14-06
Eric A. Balzer                  Officer (Principal Accounting
                                Officer)

                                    Page-67

EX-21

Exhibit 21.1

                         Subsidiaries of the Registrant
                         ------------------------------

Name:  Ramtron K.K.
Incorporated in Japan
Doing Business as:  Ramtron K.K.

Name:  Ramtron LLC
Organized in the State of Colorado
Doing Business as:  Ramtron LLC

Name:  Ramtron Canada Inc.
Incorporated in Canada
Doing Business as:  Ramtron Canada Inc.


                                    Page-1

EX-23

EXHIBIT 23.1

            Consent of Independent Registered Public Accounting Firm

The Board of Directors
Ramtron International Corporation:

We consent to the incorporation by reference in the following registration
statements of Ramtron International Corporation of our report dated March 14,
2006, with respect to the consolidated balance sheets of Ramtron
International Corporation as of December 31, 2005 and 2004, and the related
consolidated statements of operations and comprehensive income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 2005, and the related financial statement schedule, management's
assessment of the effectiveness of internal control over financial reporting
as of December 31, 2005 and the effectiveness of internal control over
financial reporting as of December 31, 2005, which reports appear in the
December 31, 2005 annual report on Form 10-K of Ramtron International
Corporation.

Form     Registration Statement       Description
- ----     ----------------------       ---------------------------------
S-8            333-12265              Stock Option Plan
S-8            333-33554              Stock Option Plan
S-8            333-60594              Stock Option Plan
S-8            333-66252              Stock Option Plan
S-3            333-128653             Acquisition of Goal Semiconductor, Inc.
S-3            333-87404              Debenture warrants and other warrants

/s/ KPMG LLP
- ------------
KPMG LLP

Denver, Colorado
March 14, 2006
                                    Page-1

EX-31

Exhibit 31.1

              CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
              OF THE SECURITIES EXCHANGE ACT OF 1934, As Amended

                         CERTIFICATIONS FOR FORM 10-K

I, William W. Staunton, III, certify that:

1.  I have reviewed this annual report on Form 10-K of Ramtron International
Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:

  a)  Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the
      registrant, concluding its consolidated subsidiaries, is made known to
      us by others within those entities, particularly during the period in
      which this report is being prepared;

  b)  Designed such internal control over financial reporting, or caused such
      internal control over financial reporting to be designed under our
      supervision, to provide reasonable assurance regarding the reliability
      of financial reporting and the preparation of financial statements for
      external purposes in accordance with generally accepted accounting
      principles;

  c)  Evaluated the effectiveness of the registrant's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end
      of the period covered by this report based on such evaluation; and

                                    Page-1

  d)  Disclosed in this report any change in the registrant's internal
      control over financial reporting that occurred during the registrant's
      most recent fiscal quarter (the registrant's fourth fiscal quarter in
      the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the registrant's internal
      control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):

  (a)  All significant deficiencies and material weaknesses in the design or
       operation of internal control over financial reporting which are
       reasonably likely to adversely affect the registrant's ability to
       record, process, summarize and report financial information; and

  (b)  Any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       control over financial reporting.

/S/ William W. Staunton, III
- ----------------------------
William W. Staunton, III
Chief Executive Officer

Date:  March 14, 2006

                                    Page-2

EX-31

Exhibit 31.2

              CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
              OF THE SECURITIES EXCHANGE ACT OF 1934, As Amended

                         CERTIFICATIONS FOR FORM 10-K

I, Eric A. Balzer, certify that:

1.  I have reviewed this annual report on Form 10-K of Ramtron International
Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:

  a)  Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the
      registrant, concluding its consolidated subsidiaries, is made known to
      us by others within those entities, particularly during the period in
      which this report is being prepared;

  b)  Designed such internal control over financial reporting, or caused such
      internal control over financial reporting to be designed under our
      supervision, to provide reasonable assurance regarding the reliability
      of financial reporting and the preparation of financial statements for
      external purposes in accordance with generally accepted accounting
      principles;

  c)  Evaluated the effectiveness of the registrant's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end
      of the period covered by this report based on such evaluation; and

                                    Page-1

  d)  Disclosed in this report any change in the registrant's internal
      control over financial reporting that occurred during the registrant's
      most recent fiscal quarter (the registrant's fourth fiscal quarter in
      the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the registrant's internal
      control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):

  (a)  All significant deficiencies and material weaknesses in the design or
       operation of internal control over financial reporting which are
       reasonably likely to adversely affect the registrant's ability to
       record, process, summarize and report financial information; and

  (b)  Any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       control over financial reporting.

/s/ Eric A. Balzer
- -------------------
Eric A. Balzer
Chief Financial Officer
(Principal Accounting Officer and
Duly Authorized Officer of the
Registrant)

Date:  March 14, 2006

                                    Page-2

EX-32

Exhibit 32.1

                      CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                         PURSUANT TO 18 U.S.C. SECTION 1350


In connection with the Annual Report on Form 10-K of RAMTRON INTERNATIONAL
CORPORATION for the year ended December 31, 2005, I, William W. Staunton, III,
Chief Executive Officer of RAMTRON INTERNATIONAL CORPORATION, hereby certify
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

    (1)  such Annual Report on Form 10-K of RAMTRON INTERNATIONAL
         CORPORATION for the year ended December 31, 2005, fully complies
         with the requirements of section 13(a) or 15(d) of the Securities
         Exchange Act of 1934; and

    (2)  the information contained in such Annual Report on Form 10-K of
         RAMTRON INTERNATIONAL CORPORATION for the year ended December 31,
         2005, fairly presents, in all material respects, the financial
         condition and results of operations of RAMTRON INTERNATIONAL
         CORPORATION.


By:  /S/ William W. Staunton, III
   -------------------------------
   WILLIAM W. STAUNTON, III
   Chief Executive Officer

March 14, 2006

A signed original of this written statement required by Section 906 has been
provided to Ramtron International Corporation and will be retained by Ramtron
International Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.

                                    Page-1

EX-32

Exhibit 32.2

                    CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                         PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Annual Report on Form 10-K of RAMTRON INTERNATIONAL
CORPORATION for the year ended December 31, 2005, I, Eric A. Balzer, Chief
Financial Officer of RAMTRON INTERNATIONAL CORPORATION, hereby certify
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

    (1)  such Annual Report on Form 10-K of RAMTRON INTERNATIONAL
         CORPORATION for the year December 31, 2005, fully complies with
         the requirements of section 13(a) or 15(d) of the Securities
         Exchange Act of 1934; and

    (2)  the information contained in such Annual Report on Form 10-K of
         RAMTRON INTERNATIONAL CORPORATION for the year ended December 31,
         2005, fairly presents, in all material respects, the financial
         condition and results of operations of RAMTRON INTERNATIONAL
         CORPORATION.


/s/ Eric A. Balzer
- -------------------
Eric A. Balzer
Chief Financial Officer
(Principal Accounting Officer and
Duly Authorized Officer of the
Registrant)

March 14, 2006

A signed original of this written statement required by Section 906 has been
provided to Ramtron International Corporation and will be retained by Ramtron
International Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.

                                    Page-1