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, 2006

                                       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 /   /, Non-accelerated
filer / X /

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, 2006 was $48,287,930 based on the closing price
of our common stock as reported on The Nasdaq Stock Market.

As of February 12, 2007, 25,170,913 shares of the Registrant's common stock
were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the 2007 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  . . . . . . . . . . . . . . . . . . . . .  16
     Item 1B.  Unresolved Staff Comments . . . . . . . . . . . . . . .  30
     Item 2.   Properties  . . . . . . . . . . . . . . . . . . . . . .  30
     Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . .  30
     Item 4.   Submission of Matters to a Vote of Security Holders . .  31

PART II
     Item 5.   Market for Registrant's Common Equity, Related
               Stockholder Matters and Issuer Purchases of Equity
               Securities . . . . .. . . . . . . . . . . . . . . . . .  31
     Item 6.   Selected Financial Data . . . . . . . . . . . . . . . .  32
     Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operation  . . . . . . . . . .  33
     Item 7A.  Quantitative and Qualitative Disclosures about
               Market Risk . . . . . . . . . . . . . . . . . . . . . .  45
     Item 8.   Financial Statements and Supplementary Data . . . . . .  46
     Item 9.   Changes In and Disagreements with Accountants
               on Accounting and Financial Disclosure  . . . . . . . .  47
     Item 9A.  Controls and Procedures . . . . . . . . . . . . . . . .  47
     Item 9B.  Other Information . . . . . . . . . . . . . . . . . . .  48

PART III
     Item 10.  Directors, Executive Officers and Corporate Governance   48
     Item 11.  Executive Compensation  . . . . . . . . . . . . . . . .  49
     Item 12.  Security Ownership of Certain Beneficial Owners
               and Management and Related Stockholder Matters  . . . .  49
     Item 13.  Certain Relationships and Related Transactions and
               Director Independence . . . . . . . . . . . . . . . . .  49
     Item 14.  Principal Accountant Fees and Services  . . . . . . . .  49

PART IV
     Item 15.  Exhibits and Financial Statement Schedules. . . . . . .  49

                                   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 Part I.
Item 1A. Risk Factors and Part II. 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 Part II. 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," refer to Ramtron International Corporation
and our consolidated entities described in Part II. Item 8. Financial
Statements and Supplementary Data - Note 1 of the Notes to Consolidated
Financial Statements.

Item 1.   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 and written to
many times, and consumes low amounts of power and can simplify 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.

                                   Page-4

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

RECENT DEVELOPMENTS

In connection with the sale by Qimonda AG in November 2006 of its aggregate
share and warrant holdings in Ramtron and which resale was registered by
Ramtron, Mr. Klaus Fleischmann and Ms. Doris Keitel-Schulz, the two members
of Ramtron's board of directors appointed by Qimonda in accordance with the
original agreement governing the purchase of the Shares from Ramtron,
resigned as members of the Company's board of directors, effective
November 20, 2006.

PRODUCT HIGHLIGHTS AND OTHER ACHIEVEMENTS THROUGHOUT 2006

The Company's FM24CL16, a 16Kb, 3-volt serial FRAM memory device was
qualified to AEC-Q100 (Automotive Electronic Council's Stress Test
Qualification for Integrated Circuits) standards.  This qualification program
was developed to support a number of customer design-ins from in-cab
applications to the vehicle's most stringent environments.

We launched our FM3130, a 64-Kb, 3-volt FRAM-Enhanced (trademark) Processor
Companion product that combines the benefits of nonvolatile ferroelectric RAM
with an integrated real-time clock/calendar in one very compact package.  The
FM3130 was streamlined to reduce system cost and board space in consumer and
computing applications, supporting commonly-needed system functions in
products such as printers and high-definition televisions (HDTV's), without
the need for discrete components.

The Company expanded its portfolio of serial memory products with the launch
of the FM24C512, a half megabit nonvolatile FRAM product with an industry
standard 2-wire serial interface.  The FM24C512 is targeted for use in
applications that require high capacity data collection such as utility
metering and real-time configuration storage.

The Company's integrated FRAM products, called processor companions, were
designed into Pay As You Go utility meters by Ampy Automation Ltd. for the
Salt River project, based in Phoenix, Arizona.  The meters incorporate a two-
way communication capability that offers enhanced functionality, including
automatic meter reading, on-line inquiries, remote connect/disconnect, and
complex rate structures.  The meters also enable customers to exercise more
control over their energy consumption.

                                   Page-5

We introduced our FM25L512, a 512 kilobit (Kb), 3-volt nonvolatile FRAM
device with a high-speed serial peripheral interface (SPI). The FM25L512
provides increased data collection and storage capacity in a very compact,
8-pin package, cutting costs and board space with a range of applications
from multi-function printers to industrial motor controllers.  The FM25L512
outperforms alternative nonvolatile memory solutions for applications that
require frequent and rapid writes and/or low power operation. These
applications range from advanced data collection, in which the number of
write cycles is critical, to demanding industrial controls, in which long
write delays and limited endurance can cause data loss. Unlike serial
EEPROMs, the FM25L512 performs write operations at bus speed with much lower
power consumption.

The Company launched the VRS51L3074, the market's first 8051-based
microcontroller with nonvolatile FRAM memory. Ramtron has added FRAM into its
fast and flexible Versa 8051 products for a quick and reliable nonvolatile
data storage and processing system that only a FRAM-enhanced MCU can provide.
The VRS51L3074 combines 8KB of FRAM memory with a fully-integrated, high-
performance system-on-chip. Features include an advanced 40-MIPS,
single-cycle 8051-core, 64KB Flash with In-System/In-Application Programming,
4KB SRAM, a JTAG program/debug interface, digital signal processing (DSP)
extensions and a robust digital peripheral set. Operating at 3.3 volts over
the entire industrial temperature range, the VRS51L3074 offers the ideal
embedded data acquisition solution, targeting a wide array of applications
from sensors and metering to industrial control, instrumentation and medical
devices.

The Company announced that Hyundai Autonet of Korea selected the Company's
nonvolatile FRAM memory technology for smart airbags and occupant sensors in
Hyundai automobiles.  To date, the Company's FRAM products have been designed
into smart airbag systems for eight different car manufacturers across the
United States, Asia/Pacific, Japan and Europe.  The Company shipped
approximately 1.8 million units of FRAM memory for use in smart airbag
systems during 2006.

We signed a global distribution agreement with Mouser Electronics,
Inc., to supply memory, microcontroller, and integrated semiconductor
solutions.  Mouser will support the Company's nonvolatile FRAM memory and
high-performance microcontroller products, including Processor Companion,
Serial and Parallel FRAM memory solutions, fast and flexible Versa 8051-based
MCU's, and high-performance mixed-signal 8051-based MCU's.

FINANCIAL INFORMATION BY SEGMENT

Following our divestiture in 2005 discussed in Part II.  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.

                                   Page-6

See Part II. 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.

2006 OVERVIEW OF BUSINESS

In 2006, we sold products to over 100 customers and distributors.  Our
distributors sell Ramtron products to thousands of end customers.  Principal
markets include metering, information technology, automotive, industrial,
scientific and medical. Many additional end markets and applications are
served by distributors. We sell products through a direct sales force and a
global network of manufacturer's representatives and distributors. We
outsource the manufacturing of our products to third-party foundries,
packaging, and test companies, allowing us to focus our efforts on product
definition, design, 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.

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 and without refreshing).  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.

                                   Page-7

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.

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.

                                   Page-8

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.

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 products,
integrated products and microcontroller devices.

We pioneered the use of 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.

                                   Page-9

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 to 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.

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
memory technologies 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.

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MARKETS

=============================================================================
     Select Nonvolatile Memory and Integrated Semiconductor Applications
- -----------------------------------------------------------------------------
     Meters                             Computing and Information Systems
     ------                             ---------------------------------
     Electric, Gas, Waste               RAID systems
     Taxi                               Printers and copiers
     Flow                               Servers
     Postage                            Network attached storage
     Automated Meter Reading            Storage area networks
- -----------------------------------------------------------------------------
     Automotive                         Industrial, Scientific and Medical
     ----------                         ----------------------------------
     Restraint systems                  Medical instruments
     Smart airbag systems               Test equipment
     Auto Body controls                 Motor controls
     Car radio/DVD/Navigation systems   Home automation
     Instrumentation clusters           RF/ID data logging
=============================================================================

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 array
controller manufacturers use our products.

                                   Page-11

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.  Using third-party
manufacturers enables us to avoid the large capital expenditures that would
otherwise be required to manufacture our products in commercial volumes.

Although we have entered into license agreements with Fujitsu, Rohm, Toshiba
Corporation (Toshiba), Infineon Technologies AG 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 products are manufactured by third-party foundries. 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 our current integrated products, as well as
those we may develop is readily available.

We subcontract with non-U.S. companies to assemble and test our manufactured
products. Assembly and testing 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.

The raw materials and packaging required for the manufacture of our products
are readily available from multiple sources.

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 99 United
States patents covering key aspects of our products and technology. These
patents will expire at various times between July 2007 and November 2024.
We have applied for 8 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 6 non-U.S. patent applications
pending. One non-U.S. patent is co-owned with Mitsubishi Materials
Corporation.

                                   Page-12

Our patents cover the critical aspects of FRAM technology, which
we believe is a significant deterrent to other companies 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 royalty payments while
others include only royalty provisions.

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, our distributors sell to customers worldwide,
through which we indirectly serve a broad base of customers. Our customers
include industry leading OEMs in a broad range of industries, Hyundai
Autonet, 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, MSC Vertriebs GmbH and
Polar Star International.

Our sales have been relatively balanced across our major sales regions
including the Americas, Europe, Asia/Pacific and Japan. As a result, we are
not particularly vulnerable to regional economic fluctuations in a specific
part of the world. For fiscal years 2006, 2005 and 2004, international sales
comprised approximately 85%, 90% and 87%, respectively, of our net revenue.

SALES AND MARKETING

We use a Regionally based Manufacturing Representative 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, 2006, approximately 66% of our
product sales were to our distributor network, while direct customers
accounted for approximately 34% of our revenue.

                                   Page-13

As of December 31, 2006, we employed 29 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, United Kingdom, Hong Kong, South Korea, Taiwan and China.  We
have distribution and/or manufacturers representative relationships with more
than 60 companies worldwide, including North America, Europe, Japan and
Asia/Pacific. 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 the reasonable request of our
customers.  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.

We consider our FRAM products to be competitive with other nonvolatile
memory devices such as EEPROM and BBSRAM products.  Although FLASH memory
products are a class of nonvolatile memory, we do not compete with FLASH due
to its generally higher storage capacity than FRAM. Nonvolatile memory
products are manufactured and marketed by major corporations possessing 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, NXP 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.

                                   Page-14

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.

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.

Research and development expenses, including customer-sponsored research and
development, were $9.9 million in 2006, $7.6 million in 2005, and $7 million
in 2004.  As of December 31, 2006, we had 44 employees engaged in research
and development activities.  In addition, manufacturing personnel were
involved in research and development efforts to increase the manufacturing
yields of our products.

ENVIRONMENTAL COMPLIANCE

Federal, state and local regulations impose various environmental compliance
measures on the discharge of chemicals and gases used in our prototype
manufacturing and research and development processes.  For more information
on these regulations, please see the discussion in our risk factors below
under the caption, "We are subject to environmental laws that 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 believe we have taken all necessary steps to ensure that
our activities comply with all applicable environmental rules and
regulations.  However, 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 our current
operations.

                                   Page-15

EMPLOYEES

We have approximately 111 employees, including 44 in research and
development, 24 in manufacturing, 29 in marketing and sales, and 14 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) or by visiting the SEC's Public Reference
room in Washington, D.C. or by calling the SEC at 1-800-SEC-0330.

Item 1A.  RISK FACTORS

Risks Relating To Our Business
- ------------------------------

WE HAVE A HISTORY OF LOSSES FROM OPERATIONS AND OUR ACHIEVEMENT OF SUSTAINED
PROFITABILITY IS UNCERTAIN.

Our ability to achieve and maintain 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 these risks.

                                   Page-16

We have spent substantial amounts of money in developing our products and in
our efforts to obtain commercial manufacturing capabilities for those
products.  Our ability to increase revenue or achieve and sustain
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, reduce manufacturing costs, our ability to
increase significantly sales of existing products, and our success in
introducing and selling new products successfully.

WE MAY NEED TO RAISE ADDITIONAL FUNDS TO FINANCE OUR OPERATIONS.

In view of our expected future working capital requirements in connection
with the fabrication and sale of our nonvolatile memory, microcontroller and
integrated semiconductor solutions, 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 dilution of our
existing stockholders' interests.

IF WE FAIL TO VIGOROUSLY PROTECT OUR INTELLECTUAL PROPERTY, 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 provide assurances 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.

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
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.

                                   Page-17

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 licensees in connection with their use of our
technology.  In the event of claims of infringement against our licensees
with respect to our technology, we may be required to indemnify our
licensees, which could be very costly.  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.  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 would harm our business and
result in significant cash expense to us to cover litigation costs, as well
as the reduction of future license revenue.

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 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 ENGINEERS, SALES, MARKETING AND EXECUTIVE
PERSONNEL, AND IF WE WERE UNABLE TO ATTRACT ADDITIONAL PERSONNEL AS NEEDED OR
RETAIN OUR KEY PERSONNEL, OUR BUSINESS WILL SUFFER.

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 oversight of the manufacture of our semiconductor
products and processes.  The competition for these personnel is intense, and
the loss of key employees, including our 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. None of our 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.

                                   Page-18

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

OUR PRODUCTS ARE COMPLEX AND MAY CONTAIN DEFECTS THAT COULD RESULT IN PRODUCT
LIABILITY CLAIMS, 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.  We develop integrated
semiconductor products containing functions in addition to memory, thereby
increasing the overall complexity of our products.  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 and the long lead times involved,
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 new product development efforts and cause significant
customer relations issues and damage to our business reputation.  Any defects
could require product replacement or recall or we could be obligated to
accept product returns. Any of the foregoing could cause us to incur
substantial costs and harm our business.  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 product liability
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.

Product sales cycles usually require 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 purchases 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.

                                   Page-19

We currently rely on a single unaffiliated foundry at Fujitsu in Japan to
manufacture all of our FRAM products and a small number of other third-party
contract manufacturers and foundries to manufacture our other products.
Reliance on a single foundry 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 and a slow down in customer orders due to
seismic activity, other force majeure events 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 additional costs
or charges to us.  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.  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 cannot provide any assurances 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.

WE ARE A RELATIVELY SMALL COMPANY WITH LIMITED RESOURCES, COMPARED TO SOME OF
OUR CURRENT AND POTENTIAL COMPETITORS, AND WE MAY NOT BE ABLE TO COMPETE
EFFECTIVELY AND INCREASE OUR MARKET SHARE.

Our nonvolatile memory, microcontrollers and integrated semiconductor
products, which presently account for substantially all of our revenue,
compete against products offered by current and potential competitors with
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 force us to decrease
our prices, reduce our sales, lower our gross profits or decrease our market
share.  Some but not all of our competitors include companies such as ST
Microelectronics, Renesas Technology Corporation, Freescale Semiconductor,
Inc., Microchip Technology Inc., NEC Corporation, Atmel Corporation, Fujitsu
and NXP, as well as specialized product companies like Intersil Corporation,
Catalyst Semiconductor, Inc., Maxim Integrated Products, Inc., and Integrated
Silicon Solution Inc., which produce products that compete with our products
and possibly our future products.

                                   Page-20

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 provided assurance
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, new 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 BROADER MARKET
ACCEPTANCE OF FRAM 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.  Many of our integrated semiconductor 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 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, phase change memory
devices, or other technologies developed in the future. To the extent our
competitors are able to promote and achieve acceptance of 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, 2006, was $9.9
million, or 24% of our total revenue for the year ended December 31,
2006.

                                   Page-21

If we do not accurately anticipate new technologies and standards, or if the
products that we develop based on new technologies and standards fail to
achieve market acceptance, our competitors may be better able to satisfy
market demand than we would. Furthermore, if markets for 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 products we may develop for new standards will achieve
market acceptance.

IF WE DO NOT CONTINUALLY DEVELOP NEW PRODUCTS THAT ACHIEVE MARKET ACCEPTANCE,
OUR REVENUE MAY DECLINE.

We need to develop new products and new process and manufacturing
technologies.  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 that
address customer needs efficiently and in a cost-effective manner 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 products would harm our ability to compete and have a negative
impact on 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.

We derive a substantial portion of our revenue fewer than 20 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. Competitors could introduce
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.

                                   Page-22

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 customer requirements for our products are 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. To the extent we produce
excess or insufficient inventories of particular products, our results of
operations could be adversely affected.

WE COMPETE IN CERTAIN MARKETS WITH SOME OF 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.

WE MAY NOT BE ABLE TO REPLACE OUR EXPECTED REVENUE FROM SIGNIFICANT
CUSTOMERS, WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

Our success is dependent upon continuing relationships with significant
customers who, directly or indirectly, purchase significant quantities of our
products.  The reduction of product sales to our significant customers,
without a corresponding increase in revenue from other customers or revenue
from relationships developed with new customers, may result in significant
decreases in our revenue, which would harm our cash flows, operating results
and financial condition.  We cannot assure you that we would be able to
replace these relationships on a timely basis or at all.

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.

                                   Page-23

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. If we were to lose our
significant 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 changeover and
education of distributors 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 primarily 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.

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.

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.

                                   Page-24

International sales comprise a significant portion of our product sales,
which exposes us to foreign political and economic risks.  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 are
transacted in U.S. dollars. However, because a portion of our operations
consists of activities outside of the United States, we conduct certain
transactions in other currencies, namely the Japanese Yen and Canadian
dollar.  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 our foreign
currency exposure.

Our business is also subject to risks generally associated with doing
business with third-party manufacturers in non-U.S. jurisdictions 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 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. 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.  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;

                                   Page-25

   -  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.

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

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 we overestimate our projected average selling
prices, 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.

Effective January 1, 2006, the Company adopted SFAS No. 123R, "Share-Based
Payments" (SFAS 123R).  As a result of this standard we are recording
compensation expense equal to the fair value of each stock option granted.
This change in accounting standards reduces the attractiveness of granting
stock options because of the additional expense associated with these grants,
which negatively impacts 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.

WE ARE SUBJECT TO ENVIRONMENTAL LAWS THAT 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.

                                   Page-26

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 ("WEEE"), 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 took effect on July 1, 2006.  New electrical and electronic
equipment sold 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") are 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.

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.

                                   Page-27

Risks Relating To The Securities Market And Ownership Of Our Shares
- -------------------------------------------------------------------

OUR STOCK PRICE IS EXTREMELY VOLATILE AND YOU MAY NOT BE ABLE TO RESELL YOUR
SHARES AT OR ABOVE THE PRICE YOU PAID.

The market price of our common stock has fluctuated widely in recent periods
and is likely to continue to be volatile.  It is possible that the price of
our common stock will decline after you purchase our shares and that you
would lose all or part of your investment. A number of other factors and
contingencies, some of which are beyond our control, can affect the market
price for our common stock, including the following:

   -  actual or anticipated variations in our operating results;

   -  the low daily trading volume of our stock, which has in recent years
      traded at prices below $5 per share;

   -  announcements of technological innovations or new products by us or our
      competitors;

   -  competition, including pricing pressures and the potential impact of
      products of competitors' on our sales;

   -  conditions or trends in the semiconductor memory products industry;

   -  unexpected design and manufacturing difficulties;

   -  changes in financial estimates or recommendations by stock market
      analysts regarding us or our competitors;

   -  announcements by us or our competitors of acquisitions, strategic
      partnerships or joint ventures; and

   -  additions or departures of our senior management.

In addition, in recent years the stock market in general, and shares of
technology companies in particular, have experienced extreme price and volume
fluctuations.  These fluctuations have often been unrelated or
disproportionate to the operating performance of these technology companies.
These broad market and industry fluctuations may harm the market price of our
common stock, regardless of our operating results.

CONCENTRATED OWNERSHIP AND ANY RELATED SALES OF SHARES COULD AFFECT THE PRICE
OF OUR COMMON STOCK.

                                   Page-28

Trading in our common stock tends to be thin with low volume.  Three entities
own or control approximately 27% of our outstanding common stock or
securities exercisable for common stock.  As of February 12, 2007, the
National Electrical Benefit Fund beneficially owns or controls approximately
9.8% of our outstanding common stock, which includes shares issuable upon the
exercise of warrants to purchase 905,697 additional shares.  In addition as
of February 14, 2007, Ashford Capital Management and Cortina Asset
Management, each an investment advisor, beneficially owns or controls
approximately 10% and 6.9% of our outstanding shares.  The ownership and/or
control by these shareholders may have the effect of delaying, deferring or
preventing a change in control of us.  Any program by these holders to
dispose of a substantial amount of its shares of our common stock in the open
market could have an adverse impact on the market for our common stock.

A LARGE PERCENTAGE OF OUR OUTSTANDING SHARES ARE ELIGIBLE FOR FUTURE SALE.

Sales of a substantial number of shares of our common stock in the public
market, or the availability of those shares for sale in the public market,
could harm the market price of our common stock.  These sales also may make
it more difficult for us to raise financing through the sale of equity
securities or equity-related securities in the future at a time and price
that we deem appropriate.  As of February 12, 2007, we had 25,170,913 shares
of common stock outstanding and all shares were freely tradable without
restriction or pursuant to effective registration statements under the
Securities Act.  As of February 12, 2007, approximately 6,072,487 shares were
subject to issuance upon exercise of awards granted under our stock option
and award plans.  As of the same date, approximately 2,330,892 shares were
also subject to issuance upon exercise of outstanding warrants and such
shares have been registered for immediate resale in the public market.

PROVISIONS IN OUR CERTIFICATE OF INCORPORATION AND PREFERRED SHARES RIGHTS
AGREEMENT MAY HAVE ANTI-TAKEOVER EFFECTS AND COULD AFFECT THE PRICE OF OUR
COMMON STOCK.

Our board of directors has the authority to issue up to 10,000,000 shares of
preferred stock in one or more series and to fix the voting powers,
designations, preferences and relative rights, qualifications, limitations or
restrictions of the preferred stock, without any vote or action by our
shareholders.  Our authority to issue preferred stock with rights
preferential to those of our common stock could be used to discourage
attempts by others to obtain control of or acquire us, including an attempt
in which the potential purchaser offers to pay a per share price greater than
the current market price for our common stock, by making those attempts more
difficult or costly to achieve.  In addition, we may seek in the future to
obtain new capital by issuing shares of preferred stock with rights
preferential to those of our common stock.  This provision could limit the
price that investors might be willing to pay in the future for our common
stock.

We have also entered into a preferred shares rights agreement with Citicorp.
N. A., as rights agent, dated as of April 19, 2001, which gives our
stockholders certain rights that would likely delay, defer or prevent a
change of control of us in a transaction not approved by our board of
directors.

                                   Page-29

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.

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 abandoned four of the
five claims in our existing patent, two of National's patent applications
relating to the interference claims were assigned to us and two
others were retained by National.  National and Ramtron 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.

                                   Page-30

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

None

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 Nasdaq Global Market under the symbol "RMTR."
The following table sets forth the 2006 and 2005 ranges of the high and low
closing sales prices for the common stock as reported on the Nasdaq Global
Market.

                                                      High         Low
                                                     ------       ------
2006
- ----
First Quarter  . . . . . . . . . . . . . . . . . .   $2.54        $1.91
Second Quarter . . . . . . . . . . . . . . . . . .   $2.44        $1.84
Third Quarter  . . . . . . . . . . . . . . . . . .   $3.30        $1.95
Fourth Quarter . . . . . . . . . . . . . . . . . .   $4.73        $3.19

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

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.

RECORD HOLDERS

As of February 12, 2007, there were approximately 1,163 record holders of our
common stock.

                                   Page-31

DIVIDEND POLICY

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.

Pursuant to our Amended and Restated Loan and Security Agreement dated
December 30, 2005, as amended, with Silicon Valley Bank, we will not pay any
dividends without Silicon Valley Bank's prior written consent for so long as
the bank has an obligation to lend and there are any outstanding obligations
by the Company.

PERFORMANCE GRAPH

            Comparison of Five-Year Cumulative Total Return Among
Ramtron International Corporation, the S&P Electronics (Semiconductors) Index
                         and the S&P Composite Index

                   Dec. 31,  Dec. 31,  Dec. 31,  Dec. 31,  Dec. 30,  Dec. 29,
                     2001      2002      2003      2004      2005      2006
                   --------  --------  --------  --------  --------  --------

Ramtron              $100     $62.36    $58.35    $ 89.09   $ 45.21   $ 83.07

S&P Electronics
  (Semiconductors)
  Industry Index      100      48.78     96.33      76.21     85.47     77.85

S&P Composite Index   100      77.90    100.25     111.15    116.61    135.03

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 Part II. Item 8. Financial Statements and
Supplementary Data and Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation included herein.

                                   Page-32

                                        Year Ended December 31,
                               2006      2005      2004      2003      2002
                             --------  --------  --------  --------  --------
                                 (in thousands, except per share data)

Revenue                      $40,481   $34,392   $39,494   $28,733   $30,031
Gross margin, product
   sales                      20,657    15,789    20,032    13,482     9,355
Income (loss) from
  continuing operations          457    (2,642)    3,457      (712)    1,574
Income (loss) from
  discontinued operations         --    (3,849)      145    (8,793)   (3,401)
Net income (loss) applicable
  to common shares               457    (6,491)    3,602    (9,505)   (1,923)
Earnings (loss) per share from
  continuing operations:
     - basic                 $  0.02   $ (0.11)   $ 0.15   $ (0.03)  $  0.07
     - diluted               $  0.02   $ (0.11)   $ 0.14   $ (0.03)  $  0.07
Earnings (loss) per
  share - basic              $  0.02   $ (0.28)   $ 0.16   $ (0.43)  $ (0.09)
Earnings (loss) per
  share - diluted            $  0.02   $ (0.28)   $ 0.15   $ (0.43)  $ (0.08)
Working capital               11,242    10,133    16,319    12,168    18,987
Total assets                  32,457    32,816    33,653    29,645    40,942
Total long-term debt           5,859     7,137     4,914     2,669     5,728
Stockholders' equity          17,072    14,494    15,192    11,042    20,154
Cash dividends per
  common share(1)                 --        --        --        --        --
- ----------
(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 Part II.
Item 6. Selected Financial Data and Part II. 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.  You 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.

                                   Page-33

                      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.

RECOGNITION OF REVENUE. Revenue from product sales to direct customers and
distributors 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.

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.

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.
For 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.

                                   Page-34

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.

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, 2006, 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.

                                   Page-35

INVENTORY VALUATION ADJUSTMENTS.  Our working capital requirements have
followed our sales growth. We must carry adequate 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.

SHARE-BASED PAYMENT ASSUMPTIONS.  We estimate volatility and forfeitures
based on historical data and the expected term of options granted.  All of
these variables have an affect on the amount charged to expense in our
consolidated statement of income.

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, can be read from and written to at very fast speeds and written to
many times, and consumes low amounts of power and can simplify 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 onto
a single device with our FRAM. This has enabled a new class of products that
addresses the growing market need for more efficient and cost effective
semiconductor products.

In 2006 we completed development and introduced five new products and
completed two new AEC Q100 qualifications for the automotive market. We
started development on four new product families that are expected to be
completed in 2007. The AEC Q100 qualification program continues and now
includes an initiative to develop +125 degrees C products. We continue to
work on the 4-megabit FRAM as well as another serial memory design at Texas
Instruments.

Our total revenue for the year ended December 31, 2006 was $40.5 million.
In 2006, 97% of our revenue was derived from sales of our products for
applications in our target markets, which include metering; computing and
information systems; automotive; and industrial, scientific and medical.

                                   Page-36

Our success in building product revenue during 2006 was fueled by 40 top
customers in our most active FRAM target markets.  Among our target markets,
metering, computing, and automotive are currently the primary drivers of our
product revenue growth.

Product sales within our metering target market during 2006 contributed 35%
to our total product revenue. Metering programs are active in every
geographical area with Europe and China in the forefront.  Global suppliers
in Europe and North America continue to increase in volume.  Two of our
largest U.S. meter customers continue to win business domestically and abroad
with FRAM-based meters.

In 2006, 35% of our total product revenue came from computing and information
systems with multi-function printers contributing the significant portion.
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 2006 using FRAM in disk array drive controllers.

Automotive applications made up about 18% of our product revenue in 2006.
We are particularly strong in FRAM automotive applications.  Auto
opportunities that are growing in Europe include data recorders, seat
sensors, adaptive steering, sliding roof controllers, distance radar, and
navigation.  Our products are currently being used in VW, BMW, Mercedes Benz,
and Hyundai automobiles, among others.  In Korea, we have several
opportunities 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.

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.

Our total costs and expenses increased 8% from 2005 to 2006, compared with a
6% increase from 2004 to 2005.

Our gross margin in 2006 was 53%, and our gross margin, including provision
for inventory write-offs, was 48% for 2005 and 54% for 2004.  In 2006, the
increase in gross margin was attributable to less inventory write-offs as
compared to 2005.  In 2004, FRAM gross margin improved as manufacturing
yields improved, and we realized cost reductions at our contract
manufacturers.

                                   Page-37

Research and development expenses, including customer-sponsored research and
development, were $9.9 million in 2006, compared with $7.6 million in 2005,
and $7 million in 2004.  These expenses, as a percentage of total sales were
24% in 2006, compared with 22% in 2005, and 18% in 2004.  The increase
primarily resulted from increased spending related to activities at our
Canadian subsidiary, stock compensation related expense and severance
payments made in 2006.

General and administrative expenses increased from $4.4 million in 2005, to
$5.1 million in 2006, primarily due to stock-based compensation expense.
These expenses were 13% of total revenue in 2006, 13% in 2005, and 13% in
2004.

Sales and marketing expenses increased from $5 million in 2005, to
$6 million in 2006, primarily due to increased sales efforts, sales
commissions, and tradeshow expenses.  These expenses were 15% of total
revenue in 2006, 15% in 2005, and 14% in 2004.

2006 HIGHLIGHTS

For the full year 2006, revenue increased 18% to $40.5 million from $34.4
million in 2005.  Revenue highlights include:

  -  Total product revenue for 2006 was up 20% to 39.1 million, compared with
     $32.7 million for 2005

  -  Twelve-month core FRAM product sales, which exclude sales to ENEL, grew
     34% over full-year 2005

  -  Integrated product revenue grew 20% to $3.5 million from 2005 to 2006

  -  By target market, sales were as follows: metering (35% of sales),
     computing and information systems (35% of sales), automotive (18% of
     sales), and industrial, scientific and medical and other (12% of sales)

  -  By region, sales were as follows: Asia Pacific (30% of sales), Americas
    (27% of sales), Japan (22% of sales), and Europe (21% of sales)

Gross margin for full-year 2006 increased to 53% from 51% in 2005.  Full-year
2006 income from continuing operations was $457,000, or $0.02 per share,
compared with a loss from continuing operations of $2.6 million, or a loss of
$0.11 per share, for the prior year.  Full-year 2006 results included charges
of $995,000 for non-cash stock-based compensation expense and $321,000 for
amortization of purchased IP. Without these charges, full-year income from
continuing operations would have been $1.8 million or a $0.07 per share
(basic).

2007 BUSINESS OUTLOOK

For full-year 2007, management currently projects:

  -  Overall product revenue growth of 20% to 25% over full year 2006 product
     revenue of $39.1 million. Core FRAM revenue growth, which excludes
     approximately $2.0 million of sales to ENEL during 2006, is projected to
     be between 27% and 32%

                                   Page-38

  -  Gross margin of 52% to 54%

  -  Other revenue for full year 2007, including license and development fees
     and royalties, of approximately $1.1 million

  -  Total operating expenses to be approximately 47% to 48% of total
     revenue

     By expense line item, management is targeting sales and marketing to be
     14% to 15% of total revenue, research and development to be 22% of total
     revenue, and general and administrative to be 11% of total revenue

  -  Net income, excluding expenses for stock based compensation, of 5.0% to
     6.5%

  -  Our $4 million revolving secured credit facility with Silicon Valley
     Bank will be up for renewal during 2007.  The Company is confident that
     it will be able to negotiate the renewal or replacement of its revolving
     secured credit facility with acceptable terms.

RESULTS OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 2006 AS COMPARED TO 2005

Our total revenue for the year ended December 31, 2006 was $40.5 million,
compared with $34.4 million for the year ended December 31, 2005, primarily
due to increased unit volume as our average price remained relatively flat
year over year.  Cost of product sales, including provision for inventory
write-off, as a percentage of product revenue, decreased approximately 5%,
primarily due to decreased inventory write-offs in 2006.  Our costs and
expenses were $39.5 million during the year ended December 31, 2006, compared
with $36.6 million for the same period in 2005, primarily due to the
increased sales for 2006 compared to 2005.  The resulting income from
continuing operations in 2006 was $0.5 million, compared with a loss from
continuing operations of $2.6 million in 2005.  The $3.1 million increase in
operating results was due, in part, to charges in 2005 of $1.6 million
related to the retirement of the Company's fixed-rate convertible debentures,
$1.1 million of in-process research and development write-off related to the
acquisition of Goal Semiconductor, and a first-quarter inventory write-off of
$872,000 during 2005, which did not occur in 2006.

Non-product revenue during 2006, which included royalty payments and license
revenue, decreased by $0.3 million, compared with 2005.  This was due to a
decrease in customer-sponsored research and development revenue of $250,000
from 2005 to 2006 due to no research and development fee payments from Texas
Instruments during 2006.

Cost of sales as a percentage of product sales were 47% in 2006 compared to
52% in 2005.  This decrease was directly related to the provision for
inventory write-off of $876,000 recorded in 2005, compared to no provision
for inventory write-off taken in 2006.

                                   Page-39

Combined research and development expenses were $9.9 million, an increase of
$2.3 million from 2005 to 2006.  Combined research and development expenses
were 24% of revenue in 2006, compared with 22% in 2005.  The increase
primarily resulted from increased spending related to activities at our
Canadian subsidiary, stock compensation related expense and severance
payments made in 2006.

General and administrative expenses were $5.1 million, an increase of $0.7
million from 2005 to 2006.  General and administrative expenses remained
consistent at 13% of revenue in 2006 and 2005.  The primary reason for the
increase was stock-based compensation recognized in 2006.

Sales and marketing expenses were $6 million, an increase of $1.0 million
from 2005 to 2006.  Sales and marketing expenses remained consistent at 15%
of total revenue in 2006 and 2005.  The increase was a result of greater
sales commissions, increased sales efforts, spending on tradeshows, and
stock-based compensation recognized in 2006.

Interest expense, related party, decreased $0.2 million from 2005 to $0 in
2006 due to the retirement of the related convertible debenture in July 2005.

Other interest expense remained at $0.6 million in 2006.  This was due to
non-related party principal outstanding throughout 2006, offset by less
prepaid loan and debt discount amortization during 2006.

Other income decreased $0.2 million from 2005 to 2006 to $0.2 million.  This
was due primarily to decreased foreign exchange gains incurred in 2006,
offset by increased interest income during 2006.

Income Tax Provision.  During 2006, the Company recognized $60,000 in tax
expense related to the alternative minimum tax.  No such provision was
incurred during 2005 due to a net loss for the year.

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 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.

In accordance with SFAS No. 144, the consolidated financial statements of
the Company have been recast to present EMS's and Mushkin's financial
position and results as discontinued operations.  All activity related to the
Company's discontinued operations ceased during 2005.

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

                                   Page-40

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
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.

Cost of sales as a percentage of product sales were 52% in 2005 compared to
46% in 2004.  This increase related to the provision for inventory write-off
taken in 2005 coupled with lower product yields on newly introduced products
in 2005.

Combined research and development expenses increased $0.6 million from 2004
to 2005 to $7.6 million.  Combined research and development expenses 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
the 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.

                                   Page-41

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 our term loan with Silicon Valley Bank.

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.  In July 2005, the Company announced
the divestiture of its Mushkin subsidiary described above; in the year over
year comparison of fiscal 2006 to fiscal 2005; 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 consisting 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.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents increased $1 million from 2005 to 2006 to
$4.3 million.

Operating Activities.  We generated $2.9 million of cash from operations in
2006 compared to $2.9 million used for operations in 2005.  The $5.8 million
difference is primarily due to $0.5 million in net income in 2006 compared to
a $6.5 million loss in 2005.

Also affecting our generation of cash in 2006 was a net reduction in
inventory of $0.8 million in 2006 compared to an increase in inventory of
$3.4 million in 2005 offset by an increase in accounts receivable during 2006
of $9 million compared to a $1.4 million decrease in accounts receivable
during 2005.

                                   Page-42

Cash used in investing activities was $1.7 million in 2006 compared to $2.3
million used in 2005.  The primary reason cash used decreased in 2006 was in
comparison to the use of cash (in part) in 2005 for the purchase of Goal
Semiconductor, Inc., offset by cash provided by our discontinued operations.

In 2006, net cash used by financing activities was $0.2 million compared with
$2.1 million cash provided in 2005.  The decrease in cash of $2.3 million in
2006 compared to 2005 was due primarily to cash received from not utilizing
our term loan and mortgage loan obtained in 2005 offset by our payments on
our debentures in 2005.

Debt instruments. In September 2005, we entered into a loan agreement with
Silicon Valley Bank for a $3.0 million secured term loan facility.  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.  As of
December 31, 2006, $1.7 million remained outstanding.  The loan agreement
also provides for a $4 million revolving secured credit facility.  The
revolving secured credit facility expires on March 28, 2007, and we expect to
renew this agreement at that time.  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, 2006, 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 are required to comply
with certain covenants under the loan agreement, as amended, including
requirements to maintain a minimum net worth and maintain certain leverage
ratios, and restrictions on certain business actions without the consent of
Silicon Valley Bank.

On December 29, 2006, the Company entered into a Third Amendment to Amended
and Restated Loan and Security Agreement, as amended, with Silicon Valley
Bank.  The amendment revised the financial covenants for debt service to
better reflect the Company's operations and removes capital expenditure limits
and investment limits relating to our Canadian subsidiary.  We were in
compliance with all of our debt covenants as of December 31, 2006.

On December 15, 2005, the Company, through its subsidiary, Ramtron LLC, for
which we serve 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%.  As of December 31, 2006, $4.1 million remained outstanding.  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.

We are investigating the benefit of selling the Company's headquarters and
leasing office space better suited for our needs.

                                   Page-43

We had $4.3 million in cash and cash equivalents at December 31, 2006.  We
believe we have sufficient resources to fund our operations through at least
2007.  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, 2006, our
commitments under our contractual obligations and commercial commitments were
as follows (in thousands):

                                                             After
                      2007    2008    2009    2010    2011    2011    Total
                     ------  ------  ------  ------  ------  ------  -------

Long-term debt(1)    $1,735  $1,306  $  616  $  616  $  616   $1,978 $ 6,867
Operating leases      1,362   1,057     498      --      --       --   2,917
Purchase
  obligations(2)      4,744      --      --      --      --       --   4,744
                     ------  ------  ------  ------  ------  ------  -------
  Total              $7,841  $2,363  $1,114  $  616  $  616  $1,978  $14,528
                     ======  ======  ======  ======  ======  ======  =======
- ----------

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

(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
proceedings against or involving us for which the outcome would likely have a
material adverse effect upon our financial position or results of operations.

                                   Page-44

NEW ACCOUNTING STANDARDS

The information required by this Item is provided in Part II. Item 8.
Financial Statements and Supplementary Data - Note 1 of the Notes to
Consolidated Financial Statements.

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 one and one half years with an overall average
maturity of less than 90 days. 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 66% 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, 2006, we had floating rate debt outstanding of $1.7 million.
A 10% move in interest rates would not have a material effect on our
financial statements.

Interest payable on the Company's mortgage note is fixed at 6.17% over the
term of the loan.  In light of the above, changes in interest rates will not
materially affect our future earnings or cash flows.

                                   Page-45

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

              Report of Independent Registered Public Accounting Firm

The Board of Directors
Ramtron International Corporation:

We have audited the accompanying consolidated balance sheets of Ramtron
International Corporation as of December 31, 2006 and 2005, and the related
consolidated statements of operations and comprehensive income (loss),
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2006, and the related financial statement schedule.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements 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, 2006 and 2005, and the results
of its operations and comprehensive income (loss) and its cash flows for each
of the years in the three-year period ended December 31, 2006, and the
related financial statement schedule, in conformity with U.S. generally
accepted accounting principles.

As discussed in note 1 to the accompanying consolidated financial statements,
effective January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment.

                                  /s/ KPMG LLP
                                  ------------
                                  KPMG LLP
February 12, 2007

                                   Page-46

                        RAMTRON INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2006 and 2005
                       (in thousands, except share data)
                                 -------------
                                                          2006        2005
                                                        --------    --------
     ASSETS
Current assets:
   Cash and cash equivalents                            $  4,305    $  3,345
   Accounts receivable, less allowances
     of $351 and $273, respectively                        7,183       6,234
   Inventories                                             6,006       7,118
   Other current assets                                      494         857
                                                        ---------   ---------
      Total current assets                                17,988      17,554

Property, plant and equipment, net                         4,527       4,732
Goodwill, net                                              2,038       2,008
Intangible assets, net                                     7,752       8,310
Other assets                                                 152         212
                                                        ---------   ---------
      Total assets                                      $ 32,457    $ 32,816
                                                        =========   =========
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                     $  3,023    $  3,841
   Accrued liabilities                                     1,317       1,084
   Deferred revenue                                        1,040       1,142
   Current portion of long-term promissory notes           1,366       1,354
                                                        ---------   ---------
      Total current liabilities                            6,746       7,421

Deferred revenue                                           2,780       3,764
Long-term promissory notes                                 5,859       7,137
                                                        ---------   ---------
      Total liabilities                                   15,385      18,322
                                                        ---------   ---------
Stockholders' equity:
   Common stock, $.01 par value, 50,000,000 authorized;
     25,107,788 and 24,387,830 shares issued and
     outstanding, respectively                               251         244
   Additional paid-in capital                            243,206     241,113
   Accumulated other comprehensive income                    136         115
   Accumulated deficit                                  (226,521)   (226,978)
                                                        ---------   ---------
      Total stockholders' equity                          17,072      14,494
                                                        ---------   ---------
      Commitments and contingencies (Notes 5, 6 and 14)

      Total liabilities and stockholders' equity        $ 32,457    $ 32,816
                                                        =========   =========

See accompanying notes to consolidated financial statements.

                                    Page F-1

                       RAMTRON INTERNATIONAL CORPORATION
        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
              For the years ended December 31, 2006, 2005 and 2004
                    (in thousands, except per share amounts)
                                 -------------
                                                2006       2005       2004
                                              --------   --------   --------
Revenue:
   Product sales                              $ 39,095   $ 32,664   $ 37,231
   License and development fees                    717        716        717
   Royalties                                       669        762        765
   Customer-sponsored research and development      --        250        781
                                              ---------  ---------  ---------
                                                40,481     34,392     39,494
                                              ---------  ---------  ---------
Costs and expenses:
   Cost of product sales                        18,438     15,999     17,078
   Provision for inventory write-off                --        876        121
   Research and development                      9,885      7,294      6,209
   Customer-sponsored research and development      --        321        797
   General and administrative                    5,149      4,415      5,100
   Sales and marketing                           6,034      5,029      5,394
   Write-off of in-process research
     and development                                --      1,067         --
   Write-down of debt discount and loss
     on extinguishment                              --      1,624         --
                                              ---------  ---------  ---------
                                                39,506     36,625     34,699
                                              ---------  ---------  ---------
Operating income (loss) from continuing
   operations                                      975     (2,233)     4,795
Interest expense, related party                     --       (162)      (410)
Interest expense, other                           (612)      (592)      (899)
Other income, net                                  154        345         45
                                              ---------  ---------  ---------
Income (loss) from continuing operations
   before income tax provision                     517     (2,642)     3,531
Income tax provision                               (60)        --        (74)
                                              ---------  ---------  ---------
Income (loss) from continuing operations           457     (2,642)     3,457
Income (loss) from discontinued operations          --     (3,849)       145
                                              ---------  ---------  ---------
      Net income (loss)                       $    457   $ (6,491)  $  3,602
                                              =========  =========  =========
Other comprehensive income, net of tax:
  Foreign currency translation adjustments    $     21   $    115   $     --
                                              ---------  ---------  ---------
      Comprehensive income (loss)             $    478   $ (6,376)  $  3,602
                                              =========  =========  =========

                                   Page F-2

Earnings (loss) per share:
  Basic:
    Income (loss) from continuing operations  $   0.02   $  (0.11)  $   0.15
    Income (loss) from discontinued operations      --      (0.17)      0.01
                                              ---------  ---------  ---------
      Total                                   $   0.02   $  (0.28)  $   0.16
                                              =========  =========  =========

  Diluted:
    Income (loss) from continuing operations  $   0.02   $  (0.11)  $   0.14
    Income (loss) from discontinued operations      --      (0.17)      0.01
                                              ---------  ---------  ---------
      Total                                   $   0.02   $  (0.28)  $   0.15
                                              =========  =========  =========
Weighted average shares outstanding:
   Basic                                        24,478     23,089     22,238
                                              =========  =========  =========
   Diluted                                      24,957     23,089     23,528
                                              =========  =========  =========

See accompanying notes to consolidated financial statements.

                                   Page F-3



                                           RAMTRON INTERNATIONAL CORPORATION
                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  For the years ended December 31, 2006, 2005 and 2004
                                        (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, 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
  translation adjustments                     --     --          --        $115             --           115
Net loss                                      --     --          --          --         (6,491)       (6,491)
                                         -----------------------------------------------------------------------
Balances, December 31, 2005               24,388    244     241,113         115       (226,978)       14,494
Exercise of options                          450      4       1,101          --             --         1,105
Stock-based compensation expense              --     --         995          --             --           995
Issuance of restricted stock                 270      3          (3)         --             --            --
Cumulative foreign currency
  translation adjustments                     --     --          --          21             --            21
Net income                                    --     --          --          --            457           457
                                         -----------------------------------------------------------------------
Balances, December 31, 2006               25,108   $251    $243,206        $136      $(226,521)      $17,072
                                         =======================================================================

See accompanying notes to consolidated financial statements.

                                   Page F-4

                       RAMTRON INTERNATIONAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2006, 2005 and 2004
                                (in thousands)
                                --------------
                                                                   (Revised,
                                                                      See
                                                                     Note 9)
                                                                    --------
                                                 2006       2005      2004
                                               --------   --------  --------
Cash flows from operating activities:
   Net income (loss)                          $    457  $ (6,491)   $ 3,602
   Adjustments used to reconcile net income
    (loss) to net cash  provided by (used in)
    operating activities:
     (Income) loss from discontinued operations     --      3,849       (145)
     Depreciation and amortization               1,998      1,458      1,203
     Stock-based compensation                      995         45        136
     Write-off of in-process
       research and development                     --      1,067         --
     Amortization of debt discount, including
       non-cash loss on extinguishment              --      1,153        633
     Imputed interest on note payable               85         94         75
     Loss on abandonment of patents                 78        138        138
     Gain on disposition of equipment               --       (255)       (30)
     Provision for inventory write-off and
       warranty charge                             340        876        121
   Changes in assets and liabilities:
     Accounts receivable                          (949)     1,415     (1,615)
     Inventories                                   772     (3,383)      (773)
     Accounts payable and accrued liabilities     (248)    (1,020)       739
     Deferred revenue                           (1,086)    (1,431)    (1,079)
     Other                                         423        (37)        34
   Net cash (used by) discontinued operations       --       (414)      (534)
                                              ---------  ---------  ---------
       Net cash provided by (used in)
         operating activities                    2,865     (2,936)     2,505
                                              ---------  ---------  ---------
Cash flows from investing activities:
   Cash paid for acquisition net of cash
     acquired (see Note 15)                         --     (2,260)        --
   Purchase of property, plant and equipment    (1,554)    (1,389)      (807)
   Proceeds from sale of equipment and patents      --        268        215
   Payments for intellectual property              (97)      (512)      (174)
   Change in restricted cash                        --         --          9
   Net cash provided by discontinued
     operations                                     --      1,602      1,741
                                              ---------  ---------  ---------
       Net cash (used in) provided by
         investing activities                   (1,651)    (2,291)       984
                                              ---------  ---------  ---------

                                   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       (1,351)    (5,120)    (2,315)
   Issuance of common stock, net of expenses     1,105        114        412
                                              ---------  ---------  ---------
       Net cash (used in) provided by
         financing activities                     (246)     2,073     (1,903)
                                              ---------  ---------  ---------

Net increase (decrease) in cash and
   cash equivalents                                968     (3,154)     1,586
Effect of foreign currency                          (8)       115         --
Cash and cash equivalents, beginning of year     3,345      6,384      4,798
                                              ---------  ---------  ---------
Cash and cash equivalents, end of year        $  4,305   $  3,345   $  6,384
                                              =========  =========  =========

See accompanying notes to consolidated financial statements.

                                   Page F-6

                        RAMTRON INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       December 31, 2006, 2005 and 2004
                           ------------------------

NOTE 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

DESCRIPTION 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 and written to many times, and consumes low amounts of power and
can simplify 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 onto
a single device with our FRAM. This has enabled a new class of products that
addresses the growing market need for more efficient and cost effective
semiconductor products.

The Company's revenue is derived primarily from the sale of its 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 array 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.  Significant items subject to such estimates and
assumptions include the carrying amounts of property, plant and equipment,
intangibles and goodwill; valuation of allowances for receivables,
inventories and deferred income taxes; and valuation of share-based payment
arrangements.  Actual results could differ from those estimates.

                                    Page F-7

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.
Cost is determined using the first-in, first-out method.  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.

PROPERTY, PLANT AND EQUIPMENT.  Property, plant and equipment are stated at
cost, less accumulated depreciation.  Depreciation and amortization are
provided using the straight-line method over the estimated useful lives of
the respective assets and commence once the assets are ready for their
intended use.  Maintenance and repairs are expensed as incurred and
improvements are capitalized.

GOODWILL AND INTANGIBLE ASSETS.  Goodwill represents the excess of the costs
over the fair value of assets of businesses acquired.  Goodwill and
intangible assets acquired in a business combination and determined to have
an indefinite useful life are not amortized, but instead are tested for
impairment at least annually, or more frequently if events or changes in
circumstances indicate that goodwill may be impaired in accordance with the
provision of FASB Statement 142, "Goodwill and Other Intangible Assets" (FAS
142).  The Company performed its annual goodwill impairment testing as of
December 31, 2006, and determined that no impairments existed at that date.
Intangible assets are recorded at cost and are amortized on a straight-line
basis over their estimated useful lives, ranging from 15 to 17 years, and
reviewed for impairment in accordance with FASB Statement 144, "Accounting
for Impairment for Disposal of Long-Lived Assets" (FAS 144).  The amounts
capitalized for patents include the cost of acquiring and defending the
patent.

IMPAIRMENT OF LONG-LIVED ASSETS.  In accordance with FAS 144, long-lived
assets held and used by the Company and intangible assets subject to
amortization are reviewed for impairment, whenever events or changes in
circumstances indicate that carrying amounts of assets may not be
recoverable.  The Company evaluates recoverability of assets to be held and
used by comparing the carrying amount of an asset to the future net
undiscounted cash flows to be generated by the asset.  If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceed the fair value of
the asset calculated using a future discounted cash flow analysis.
Considerable judgment is required to project such cash flows and, if
required, estimate the fair value of the impaired long-lived asset.

                                    Page F-8

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

                                2006       2005
                               ------     ------

Compensation related           $  911     $  768
Other                             406        316
                               ------     ------
Total                          $1,317     $1,084
                               ======     ======

REVENUE RECOGNITION.  The Company recognizes revenue from product sales when
title transfers, the customer takes ownership and assumes risk of loss,
collection of the relevant receivable is probable, persuasive evidence of an
arrangement exists and the sales price is fixed or determinable, which is
generally at the time of shipment.  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.

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, 2006, 2005 and 2004
were $231,000, $198,000, and $219,000, 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.

                                    Page F-9

EARNINGS (LOSS) PER SHARE.  The Company calculates its earnings (loss) per
share pursuant to SFAS No. 128, "Earnings Per Share" (SFAS No. 128).  Under
SFAS No. 128, basic earnings (loss) per share is computed by dividing
reported income (loss) available to common stockholders by weighted average
number of common shares outstanding during the period.  Diluted earnings
(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, 2006, 2005 and 2004 (in
thousands, except per share amounts):

                                                       December 31,
                                              -------------------------------
                                                 2006       2005      2004
                                              ---------  ---------  ---------

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

Common and common equivalent
  shares outstanding:

    Historical common shares outstanding
    at beginning of year                        24,388     22,380     22,191

    Weighted average common equivalent
    shares issued during year                       90        709         47
                                              ---------  ---------  ---------
    Weighted average common shares-basic        24,478     23,089     22,238
    Weighted average common equivalent
      shares outstanding during year               479         --      1,290
                                              ---------  ---------  ---------
    Weighted average common shares-diluted      24,957     23,089     23,528
                                              =========  =========  =========
Income (loss) from continuing operations
  per basic share                             $   0.02   $  (0.11)  $   0.15
Income (loss) from discontinued operations
  per basic share                                   --      (0.17)      0.01
                                              ---------  ---------  ---------
Earnings (loss) per basic share               $   0.02   $  (0.28)  $   0.16
                                              =========  =========  =========
Income (loss) from continuing operations
  per diluted share                           $   0.02   $  (0.11)  $   0.14
Income (loss) from discontinued operations
  per diluted share                                 --      (0.17)      0.01
                                              ---------  ---------  ---------
Earnings (loss) per diluted share             $   0.02   $  (0.28)  $   0.15
                                              =========  =========  =========

                                    Page F-10

For the years ended December 31, 2006, 2005 and 2004, the Company had
several equity instruments or obligations that could cause future dilution
to the Company's common stockholders and which were not classified as
outstanding common shares of the Company.  The following table details the
various equity awards that were excluded from the earnings (loss) per common
share calculation because their inclusion would have been anti-dilutive.
These various equity awards could become dilutive in the future if the
average share price increases:

                                                December 31,
                                       -------------------------------
                                          2006       2005       2004
                                       ---------  ---------  ---------
                                                (in thousands)

Warrants                                  1,425      2,331        725
Options                                   5,028      6,872      2,921
Convertible debentures                       --         --      1,214
Restricted stock                            270         --         --

STOCK-BASED COMPENSATON.  At December 31, 2006, the Company had four stock-
based compensation plans, which are more fully described in Note 7 of these
Notes of Consolidated Financial Statements below.

Prior to January 1, 2006, the Company accounted for awards granted under
those Plans using the intrinsic method of expense recognition, which follows
the recognition and measurement principles of APB Opinion No. 25, "Accounting
for Stock Issued to Employees" (APB 25) and related interpretations.
Compensation cost, if any, was recorded based on the excess of the quoted
market price at grant date over the amount an employee must pay to acquire
the stock.  Under the provisions of APB 25, there was no compensation expense
resulting from the issuance of stock options by the Company as the exercise
price was equivalent to the fair market value at the date of grant.

Effective January 1, 2006, the Company adopted SFAS No. 123R, "Share-Based
Payments" (SFAS 123R) and related Securities and Exchange Commission rules
included in Staff Accounting Bulletin No. 107.  The Company elected the
modified prospective transition method as permitted by SFAS 123R and,
accordingly, prior periods have not been restated to reflect the impact of
SFAS 123R.  Under this transition method, compensation cost recognized for
the twelve months ended December 31, 2006 includes:  (i) compensation cost
for all stock-based payments granted prior to, but not yet vested as of,
January 1, 2006 (based on the grant-date fair value estimated in accordance
with the original provisions of SFAS 123R and previously presented in the pro
forma footnote disclosures), and (ii) compensation cost for all stock-based
payments granted subsequent to January 1, 2006 (based on the grant-date fair
value estimated in accordance with the new provisions of SFAS 123R).

The estimated value of the Company's stock-based option and award plans, less
expected forfeitures, is amortized over the awards' respective vesting period
on a straight-line basis.

                                    Page F-11

The Company granted restricted stock awards, restricted by a service
condition, with a vesting period of one year.  Restricted stock awards are
valued using the fair market value of our common stock as of the grant date.
The Company recognizes compensation expense, net of estimated forfeitures, on
a straight-line basis over the vesting period.  Estimated forfeitures are
reviewed periodically and changes to the estimated forfeitures are adjusted
through current period earnings.  The remaining unvested shares are subject
to forfeiture and restrictions on sale or transfer up until the vest date.

The Company also granted nonqualified stock options at an exercise price
equal to the fair market value of the Company's common stock on the grant
date.  The company applies the Black-Scholes valuation method to compute the
estimated fair value of the stock options and recognizes compensation
expense, net of estimated forfeitures on a straight-line basis so that the
award is fully expensed at the vesting date.  Generally, stock options vest
25 percent on each anniversary of the grant date, are fully vested four years
from the grant date, and have a contractual term of ten years.

FAIR VALUE OF FINANCIAL INSTRUMENTS.  The Company's financial instruments
consist of cash and cash equivalents, 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 $6,329,000 and $7,539,000 as of December 31, 2006 and
2005, respectively, using a discounted cash flow approach.

RECLASSIFICATIONS.  Certain amounts recorded in previous periods have been
reclassified to conform to the current year presentation.

ACCOUNTING DEVELOPMENTS.  In July 2006, the Financial Accounting Standards
Board (FASB) issued FASB Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes - an interpretation of FASB Statement No. 109" (FIN 48),
which clarifies the accounting and disclosure for uncertainty in tax
positions, as defined.  FIN 48 seeks to reduce the diversity in practice
associated with certain aspects of the recognition and measurement related to
accounting for income taxes.  This interpretation is effective for fiscal
years beginning after December 15, 2006.  The Company is still evaluating the
effect of this interpretation but does not expect the interpretation to have
a material impact on its results from operations or financial position.

In September 2006, the FASB issued Statement No. 157, "Fair Value
Measurements," (SFAS 157).  SFAS defines fair value, establishes a framework
for measuring fair value in accordance with accounting principles generally
accepted in the United States, and expands disclosures about fair value
measurements.  SFAS 157 is effective for fiscal years beginning after
November 15, 2007, with earlier application encouraged.  Any amounts
recognized upon adoption as a cumulative effect adjustment will be recorded
to the opening balance of retained earnings in the year of adoption.  The
Company has not yet determined the impact of this statement on its financial
condition and results of operations.

                                    Page F-12

NOTE 2.  INVENTORIES:

Inventories consist of:

                                           December 31,
                                        ------------------
                                         2006        2005
                                        ------      ------
                                          (in thousands)

          Finished goods                $1,915      $3,476
          Work in process                4,207       3,728
          Obsolescence reserve            (116)        (86)
                                        -------     -------
                                        $6,006      $7,118
                                        =======     =======

NOTE 3.  PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of:

                                              Estimated      December 31,
                                             Useful Lives  -----------------
                                              (In Years)     2006      2005
                                             ------------  -------   -------
                                                             (in thousands)

Land                                             --       $   668    $   668
Buildings and improvements                    18 and 10     8,942      8,942
Equipment                                         5        12,781     11,774
Office furniture and equipment                 5 and 7        559        482
                                                          --------   --------
                                                           22,950     21,866
Less accumulated depreciation                             (18,423)   (17,134)
                                                          --------   --------
                                                          $ 4,527    $ 4,732
                                                          ========   ========

Depreciation expense for property, plant and equipment was $1,426,000,
$1,108,000, and $916,000 for 2006, 2005 and 2004, respectively. Maintenance
and repairs expense was $1,399,000, $910,000, and $684,000 for 2006, 2005 and
2004, respectively.

                                    Page F-13

NOTE 4.  GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill and other intangible assets consist of:

                                      December 31,       December 31,
                                         2006                2005
                                     -------------       ------------
                                               (in thousands)
   Goodwill                            $ 5,981             $ 5,951
   Accumulated amortization             (3,943)             (3,943)
                                       --------            --------
      Goodwill, net                    $ 2,038             $ 2,008
                                       ========            ========

   Patents and core technology         $10,922             $10,950
   Accumulated amortization             (3,170)             (2,640)
                                       --------            --------
      Intangible assets, net           $ 7,752             $ 8,310
                                       ========            ========

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, 2006 and
December 31, 2005 and determined there is no indicated impairment of its
goodwill.

Amortization expense for intangible assets was $572,000, $350,000 and
$287,000 in 2006, 2005 and 2004, respectively.  Estimated amortization
expense for intangible assets is $600,000 annually in 2007 through 2011 and
$4.7 million thereafter.

NOTE 5.  LONG-TERM DEBT:

                                               2006        2005
                                            ----------  ----------
                                                 (in thousands)
Long-term debt:

National Semiconductor promissory note       $ 1,459        1,624
Mortgage note                                  4,099        4,200
Silicon Valley Bank Term Loan                  1,667        2,667
                                             --------     --------
                                               7,225        8,491
Long-term debt current maturities             (1,366)      (1,354)
                                             --------     --------
Total                                        $ 5,859      $ 7,137
                                             ========     ========

                                    Page F-14

In March 2002, we signed an agreement to issue $8.0 million of 5 year, 5%
fixed rate, convertible debentures and warrants to purchase 700,000 shares of
the Company's common stock.  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.  On July 1, 2005,
the Company retired the aforementioned debentures.  The warrants to purchase
approximately 700,000 shares of the Company's common stock at $3.04 per share
that were issued with the debentures remain outstanding.  Interest paid to
the debenture holders during 2006, 2005 and 2004 was approximately $0,
$155,000 and $225,000, respectively.  As of December 31, 2006 no amounts 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, 8.75% at December 31, 2006, 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, 9.25% as of
December 31, 2006.  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, 2006
under this revolving credit agreement were $2.9 million due to borrowing base
restrictions relating primarily to foreign accounts receivable.  At
December 31, 2006, 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.

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.

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 provided for the waiver of the Company's event of
default on October 31, 2005 of failure to meet the maximum senior leverage
ratio covenant and the liquidity coverage covenant, revised the financial
covenants to better reflect the Company's operations, and included a 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.

                                    Page F-15

On December 29, 2006, the Company entered into a Third Amendment to Amended
and Restated Loan and Security Agreement with Silicon Valley Bank.  The loan
modification agreement revised the financial covenants for debt service to
better reflect the Company's operations and removes capital expenditure limits
and investment limits relating to our Canadian subsidiary.  The Company was in
compliance with all revised financial covenants as of December 31, 2006.

In April 2004, the Company entered into a patent interference settlement
agreement with National Semiconductor Corporation.  The Company is required
to pay National Semiconductor Corporation $250,000 annually through 2013.  As
of December 31, 2006, the present value of this promissory note is
$1,459,000.  The Company discounted the note at 5.75%.  The face value of
this note as of December 31, 2006 was $1,750,000.

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, 2006 (in thousands):

                        2007    2008    2009    2010    2011   Thereafter
                       ------  ------  ------  ------  ------  ----------
Long-term debt
  obligations          $1,366  $1,041  $  382  $  390  $  399    $3,937
                       ======  ======  ======  ======  ======    ======

NOTE 6.  COMMITMENTS:

LEASE COMMITMENTS.  The Company has commitments under non-cancelable
operating leases expiring through 2009 for various equipment, software, and
facilities.  Minimum future annual lease payments for leases that have
initial or remaining non-cancelable terms in excess of one year as of
December 31, 2006 are as follows:

            2007         $1,362,000
            2008          1,057,000
            2009            498,000
                         ----------
                         $2,917,000
                         ==========

Total rent expense on all operating leases was $720,000, $392,000, and
$261,000 for 2006, 2005 and 2004, respectively.

                                    Page F-16

MANUFACTURING ALLIANCES.  The Company has entered into a third-party
manufacturing agreement with Fujitsu Limited 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.  STOCK-BASED COMPENSATION:

STOCK-BASED COMPENSATION PLANS

The Company has four stock option plans: 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 1989 Plan 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
exercise of stock options and issue of restricted stock is satisfied by
issuing authorized unissued common stock.  The 1995 Plan and 2005 Plan also
permit the issuance of incentive stock options.  In addition, the 2005 Plan
permits the issuance of restricted stock.  Restricted stock grants generally
vest one year from the date of grant.  As of December 31, 2006, the Company
has not granted any incentive stock options.  The number of shares for
options available for future grant under these plans was 2,218,719 as of
December 31, 2006.

Total stock-based compensation recognized in our consolidated statement of
income for the year ended December 31, 2006 is as follows:

Income Statement Classifications
- --------------------------------
                                      December 31, 2006
                                      -----------------
                                        (in thousands)

Cost of sales                                $ 99
Research and development                      191
Sales and marketing                           116
General and administrative                    589
                                             ----
Total                                        $995
                                             ====

                                    Page F-17

As of December 31, 2006, there was approximately $1.6 million of unrecognized
compensation costs, adjusted for estimated forfeitures, related to non-vested
options granted to the Company's employees and directors, which will be
recognized over a weighted-average period of 1.8 years.  Total unrecognized
compensation will be adjusted for future changes in estimated forfeitures.

The following table sets forth the pro forma amounts of net loss and net loss
per share for the years ended December 31, 2005 and 2004 that would have
resulted if we had accounted for our employee stock plans under the fair
value recognition provisions of SFAS 123:

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

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

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

Less:  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
                                                    ---------      ---------
Pro forma net income (loss) as if the fair
value method had been applied to all awards         $ (9,653)      $  1,947
                                                    =========      =========

Earnings (loss) per share
    As reported:
       Basic                                       $  (0.28)      $  0.16
       Diluted                                        (0.28)         0.15

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

STOCK OPTIONS

The exercise price of each stock option granted under the Company's Plans
equals 100% of the market value of the Company's common stock on the date of
grant.  The options have a contractual life of ten years and generally vest
ratably over three to four years from the date of grant.

                                    Page F-18

For grants issued during 2006, the fair value for stock options was estimated
at the date of grant using the Black-Scholes option pricing model, which
requires management to make certain assumptions.  Expected volatility was
estimated based on the historical volatility of the Company's stock over the
past 6.25 years.  The average expected term was estimated by taking the
weighted average of the vesting term and the contractual term of the option,
as permitted by the SAB 107.  We based the risk-free interest rate that we
use in the option valuation model on U.S. Treasury Notes with remaining terms
similar to the expected terms on the options.  Forfeitures are estimated at
the time of grant based upon historical experience.  We do not anticipate
paying any cash dividends in the foreseeable future and therefore use an
expected dividend yield of zero in the option pricing model.

The assumptions used to value option grants for the years ending December 31,
2006, 2005 and 2004 are as follows:

                                         2006          2005          2004
                                      ----------    ----------    ----------
          Risk free interest rate        4.81%         4.00%         3.56%
          Expected dividend yield           0%            0%            0%
          Expected lives              6.25 years     4.0 years     4.0 years
          Expected volatility              86%           84%           98%

The weighted average fair value of shares granted during the years ended
December 31, 2006, 2005 and 2004 was $2.33, $2.36, and $2.47, 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 for the term of the original option.

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.

A summary of the changes in stock options outstanding during the year ended
December 31, 2006 are presented below (in thousands):

                                    Page F-19

                                                  Weighted Average
                              Number of               Exercise
                            Option Shares         Price Per Share
                            -------------         ----------------
Outstanding at
December 31, 2005               6,872

Granted                           941                  $ 3.17
Forfeited                        (365)                 $ 2.29
Expired                          (560)                 $14.46
Exercised                        (450)                 $ 2.45
                                ------
Outstanding at
December 31, 2006               6,438
                                ======

As of December 31, 2006, 4,533,000, of the above options were exercisable,
respectively, with weighted average exercise prices of $3.93.

The total intrinsic value, which is the amount by which the stock price
exceeded the exercise price of the options on the date of exercise, of
options, exercised during the years December 31, 2006, 2005 and 2004 was
$358,000, $83,000 and $297,000, 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:

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

$ 1.47 - $ 2.25     1,028         $ 1.99        5.37
$ 2.29 - $ 2.29     1,546           2.29        8.93
$ 2.32 - $ 3.71     1,733           3.06        7.45
$ 3.72 - $ 5.47     1,447           4.02        7.42
$ 5.50 - $37.81       684           9.17        3.19
                    -----
                    6,438         $ 3.57        7.01         $5,119
                    =====
Ending vested and
  expected to vest  5,801           3.65        6.76          4,564

Ending exercisable  4,533           3.93        6.11          3,215

                                    Page F-20

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

     $ 1.47 - $ 2.25          745             $2.02
     $ 2.29 - $ 2.29          732              2.29
     $ 2.32 - $ 3.71        1,562              3.14
     $ 3.72 - $ 5.47          809              4.25
     $ 5.50 - $37.81          685              9.17
                            -----
                            4,533             $3.93
                            =====

The intrinsic value is calculated as the difference between the market value
as of December 31, 2006 and the exercise price of the shares.  The market
value as of December 31, 2006 was $3.73 as reported by The Nasdaq Stock
Market.

Cash received from option exercises for the year ended December 31, 2006 was
$1,105,000.  The actual tax benefit realized for the tax deduction from
option exercises was $358,000.

RESTRICTED STOCK

On December 19, 2006, the Company granted 270,000 shares of restricted stock
at a market value of $3.72 per share and such awards vest in one year based
solely upon a service condition.  As of December 31, 2006, there was
approximately $1 million of unrecognized compensation costs related to non-
vested restricted shares, which will be recognized over a weighted-average
period of one year.

A summary of non-vested restricted shares during the year ended December 31,
2006 is as follows (in thousands):

                                                    Weighted Average
                              Number of              Grant Date Fair
                          Restricted Shares          Value Per Share
                          -----------------         ----------------
Outstanding at
December 31, 2006                270                      $ 3.72

WARRANTS

Warrants to purchase shares of the Company's common stock are as
follows:

                                    Page F-21

                                    Number of Shares
                                    ----------------         Exercise
                                     (in thousands)        Price Per Share
                                    ----------------       ---------------

Outstanding and exercisable
at December 31, 2003                     2,349               $1.88-$6.88

Cancelled                                  (18)                 $3.77
                                        -------
Outstanding and exercisable
at December 31, 2004                     2,331              $1.88-$6.88
                                        -------
Outstanding and exercisable
at December 31, 2005                     2,331              $1.88-$6.88

Cancelled                                 (263)                $3.04
Issued                                     263                 $3.04
                                        -------
Outstanding and exercisable
at December 31, 2006                     2,331              $1.88-$6.88
                                        =======

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 $1.88 expire in 2008 and
2009.

For the years ended December 31, 2006, 2005 and 2004, the Company recorded
no dividends, respectively.

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, 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 2006,
2005 and 2004, 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 $105,000, $0, and $65,000 during 2006, 2005 and 2004,
respectively.  The amounts of $30,000 and $75,000 related to this obligation
are included in accrued liabilities as of December 31, 2006 and 2005,
respectively.

                                    Page F-22

TRANSACTIONS INVOLVING INFINEON TECHNOLOGIES AG.  Infineon Technologies AG
was a principal stockholder of the Company until November 20, 2006.

In March 2002, the Company issued a $3 million, 5% interest, 5-year debenture
to Infineon and a warrant to purchase approximately 262,663 shares of the
Company's common stock at $3.04 per share.  The Infineon debenture was
secured by a security interest the Company granted to Infineon in certain of
its accounts receivable and patents.  On July 1, 2005, the Company retired
the aforementioned debenture and the warrant remained outstanding until its
transfer (described below) in November 2006.  Interest paid to Infineon
during 2006, 2005, and 2004 was approximately $0, $39,000 and $101,000,
respectively.

In November 2006, Infineon Technologies AG transferred to Qimonda AG, an
affiliate of Infineon, 4,430,005 shares of the Company's common stock and its
warrant to purchase 262,633 additional shares of the Company's common stock
(collectively, the "Qimonda Shares").

In November 2006, the Company entered into a Registration Rights Agreement
with the purchasers of the Qimonda Shares.  The purchase of the Shares from
Qimonda by institutional and other accredited investors unaffiliated with
Ramtron was a privately negotiated transaction from which the Company
received no proceeds other than the reimbursement of costs associated with
registering the Shares.

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

CASH PAID FOR INTEREST AND INCOME TAXES:
                                                      2006     2005     2004
                                                     ------   ------   ------
                                                          (in thousands)

Interest                                            $  585   $  437   $  371
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                                          131    3,810       --
Amounts included in capital expenditures but
  not yet paid                                         100      437      183

NOTE 10.  INCOME TAXES:

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

                                        2006        2005       2004
                                      --------    --------   --------

United States                         $ 3,226     $(4,102)   $ 4,046
Foreign                                (2,769)     (2,389)      (444)
                                      --------    --------   --------
Income (loss) before income taxes     $   457     $(6,491)   $ 3,602
                                      ========    ========   ========

                                    Page F-23

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, 2006. 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
period are reduced.

At December 31, 2006, the Company adjusted its statutory income tax rate from
40% to 38.5% to better reflect the overall expected tax benefit of deferred
tax assets.  Due to the valuation allowance, this change does not impact
income tax expense for the year, but did reduce the overall gross deferred
tax assets before the valuation allowance by a approximately $2.4 million.

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

                                              December 31,
                                          --------------------
                                            2006        2005
                                          --------    --------
                                             (in thousands)
Non-current:
  Capital loss carryovers                 $ 4,380     $ 7,300
  Deferred revenue                          1,470       1,900
  Other                                     7,010       5,780
  Net operating loss carryovers            44,670      51,800
                                          --------    --------
                                           57,530      66,780
  Valuation allowance                     (57,530)    (66,780)
                                          --------    --------
Net non-current deferred tax assets       $    --     $    --
                                          ========    ========

Management has determined, based on all available evidence, it is more likely
than not that the deferred tax assets will not be realized.  Accordingly, the
Company has recorded a valuation allowance equal to its net deferred tax
assets of December 31, 2006 and 2005.

The Company recognized $60,000 and $74,000 in current tax expense for the
years ended December 31, 2006 and 2004, which was solely due to alternative
minimum taxes.  The Company did not recognize any current or deferred tax
expense for the year ended December 31, 2005.

                                    Page F-24

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):

                                               2006      2005      2004
                                             --------  --------  --------

Computed expected tax expense (benefit)      $   181   $  (925)  $ 1,210
Increase (reduction) in income taxes
  resulting from:
   State income taxes, net of federal impact      18      (126)      173
   Non-deductible differences                     48        40        55
   Prior period true-up                           --    (1,914)       --
   Impact of change on deferred tax assets
     due to change in income tax rates         2,443        --        --
   Impact of change on valuation allowance
     due to change in income tax rates        (2,443)       --        --
   Change in valuation allowance                (247)    2,925    (1,438)
   Alternative minimum tax                        60        --        74
                                             --------  --------  --------
Income tax expense (benefit)                 $    60   $    --   $    74
                                             ========  ========  ========

An income tax benefit related to the exercise of stock options will be added
to other paid-in capital if, and when, the tax benefit is realized as follows
(in thousands):

                                         Potential APIC
          Expiration Date                  Adjustment
          ---------------                --------------

                  2007                       $  531
                  2008                          180
                  2009                          646
                  2010                          206
                  2011                          178
           2012 through 2026                    910
                                             ------
                 Total                       $2,651
                                             ======

As of December 31, 2006, the Company had unrestricted Federal net operating
loss carryforwards of approximately $116 million to reduce future taxable
income, which expire as follows (in thousands):

                                    Page F-25

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

                 2007                        $ 34,345
                 2008                          20,364
                 2009                             533
                 2010                           4,154
                 2011                           9,429
          2012 through 2026                    47,185
                                             --------
                 Total                       $116,010
                                             ========

During 2006, 2005 and 2004, net operating loss carryovers of approximately
$12 million, $15.6 million, $8.7 million, respectively, expired.  In
addition, during 2006, capital carryforwards of approximately $5.7 million
expired.  These items decreased the recorded valuation allowance in each
respective year.

Tax expense other than payroll and income taxes were $246,000, $254,000 and
$187,000 for 2006, 2005 and 2004, respectively.

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 included, 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 obtained a release
from Infineon for the sale of EMS' patent portfolio.

                                    Page F-26

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.

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


                                                          For the years ended December 31,
                       ----------------------------------------------------------------------------------------------------------
                                      2006                                2005                                2004
                       ----------------------------------  ----------------------------------  ----------------------------------
                         Mushkin      EMS          Total     Mushkin      EMS         Total      Mushkin      EMS         Total
                       ----------------------------------  ----------------------------------  ----------------------------------
                                                                                               
Operating Results:

Revenue                      --        --             --    $ 7,714        --        $ 7,714    $18,335     $   311      $18,646
Costs and expenses           --        --             --     (8,008)    $ 239         (7,768)   (17,858)       (299)     (18,157)
Impairment of patents
  and intangibles            --        --             --         --        --             --         --        (364)        (364)
Impairment of goodwill       --        --             --     (3,435)       --         (3,435)        --          --           --
Impairment of
  long-lived assets          --        --             --       (359)       --           (359)        --          --           --
Income tax benefit           --        --             --         --        --             --         --          20           20
                       ----------------------------------  ----------------------------------  ----------------------------------
Net income (loss)            --        --             --    $(4,088)    $ 239        $(3,849)   $   477     $  (332)     $   145
                       ==================================  ==================================  ==================================


As of December 31, 2005 and 2006, there were no assets or liabilities
relating to discontinued operations included in the consolidated balance
sheet.

NOTE 12.  SEGMENT AND GEOGRAPHIC AREA INFORMATION:

Following our divestitures discussed in Note 11 herein, 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.

                                    Page F-27

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

                     2006                  2005                  2004
            --------------------- --------------------- ---------------------
                                      (in thousands)

Customer A    $2,023      5%          $5,158     15%        $17,213    44%
Customer B    $4,149     10%          $3,421      9%        $ 2,695     7%

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:

                                     2006         2005        2004
                                   --------     --------    --------
                                             (in thousands)

United States                      $ 6,243      $ 3,524     $ 4,983
Japan                                9,903        8,041       5,970
Canada                                 162           20       1,505
United Kingdom                       2,124        1,757       1,741
Indonesia                            4,149        4,135          --
Taiwan                               1,167          988         770
Germany                              2,242        2,062       1,480
China/Hong Kong                      8,916        6,413       5,678
Italy                                1,045        4,065      12,170
Czech Republic                         704          943       3,138
Finland                                764          754         418
Singapore                              734          415         160
Slovenia                               501          585         325
Rest of world                        1,827          690       1,156
                                   -------      -------     -------
Total                              $40,481      $34,392     $39,494
                                   =======      =======     =======

Geographic Area Long-lived Assets (Net):

                                        December 31,
                                    -------------------
                                      2006        2005
                                    -------     -------
                                      (in thousands)

United States                       $ 7,711     $ 8,384
Thailand                                327         372
Canada                                6,331       6,506
Japan                                   100          --
                                    -------     -------
                                    $14,469     $15,262
                                    =======     =======

                                    Page F-28

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.  During 2006 and 2004, approximately $93,000 and
$72,000 were charged to the various income statement classifications based
upon the employee's department classification for Company contributions under
the 401(k) Plan, which will be paid in the first quarter of 2007 and which
were paid in the first quarter of 2005, respectively.

NOTE 14.  CONTINGENCIES:

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 use of the Company's
technology could materially impact the Company's results of operations.

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 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.

                                    Page F-29

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.

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-30

NOTE 16.  QUARTERLY DATA (UNAUDITED):

The following unaudited information shows selected items by quarter for the
years 2006 and 2005.


                                                       2006                                      2005
                                     ----------------------------------------    ----------------------------------------
                                         Q1        Q2        Q3        Q4            Q1        Q2        Q3        Q4
                                     ----------------------------------------    ----------------------------------------
                                                        (in thousands except per share data)
                                                                                         
Revenue                              $ 9,614    $10,251    $11,158   $ 9,458     $ 8,028    $ 8,682    $ 8,751   $ 8,931
Gross margin, product sales,
  including inventory provision        4,962      5,086      5,694     4,881       3,049      4,127      4,429     4,184
Operating income (loss)                   90        302        668       (85)       (406)       580     (2,092)     (316)
Net income (loss) applicable
  to common shares from
  continuing operations                  (80)       199        518      (180)       (681)       348     (2,179)     (131)
Income (loss) from discontinued
   operations                             --         --         --        --         (42)    (3,809)       (98)      100

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


                                    Page F-31

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, 2006, 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.

(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

                                    Page-47

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, 2006 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, 2006.

Item 9B.  OTHER INFORMATION

None

PART III

Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding our directors is incorporated by reference from the
information contained under the caption "Election of Directors" in our 2007
Proxy Statement for the 2007 Annual Meeting of Stockholders.  Information
regarding our audit committee members, including the designated audit
committee financial expert, is incorporated by reference from the information
contained under the caption "Audit Committee Members" in our 2007 proxy
statement and information regarding current executive officers, is
incorporated by reference from the information contained under the caption
"Executive Officers of the Registrant" in our 2007 Proxy Statement for the
2007 Annual Meeting of Stockholders.  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 2007 Proxy Statement.

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.

                                    Page-48

Item 11.  EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from the
information contained under the captions "Executive Compensation" and
"Compensation Committee" in our 2007 Proxy Statement.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

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 2007 Proxy Statement.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

The information required by this item is incorporated by reference from the
information contained under the caption "Executive Compensation and Other
Information" in our 2007 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 2007 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  . . . . . . .    46
Consolidated Balance Sheets as of December 31, 2006 and 2005 . . . . .   F-1
Consolidated Statements of Operations and Comprehensive Income (Loss)
   for the years ended December 31, 2006, 2005 and 2004  . . . . . . .   F-2
Consolidated Statements of Stockholders' Equity for the
   years ended December 31, 2006, 2005 and 2004  . . . . . . . . . . .   F-4
Consolidated Statements of Cash Flows for the years ended
    December 31, 2006, 2005 and 2004 . . . . . . . . . . . . . . . . .   F-5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . .   F-7

(2)  Financial Statement Schedules:
                                                                         Page
                                                                         ----
     Schedule II:  Valuation and Qualifying Accounts . . . . . . . . .    50

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.

                                    Page-49

(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, 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
                     =====================================================

Year Ended
December 31, 2006:

Accounts receivable
 reserves             $273        $890         $--        $  812     $351
                     =====================================================
Inventory
obsolescence reserve  $ 86        $ 77         $--        $   47     $116
                     =====================================================

                                    Page-50

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

         Exhibit
         Number
         -------

          3.1    Certificate of Incorporation of Registrant, as amended.(5)
          3.2    Bylaws of Registrant, as amended.(11)

          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.(4)
          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.(4)
          4.3    Warrant to purchase 667,000 shares of common stock issued by
                 the Registrant to L. David Sikes dated January 18, 2000.(6)
          4.4    Warrant amendment dated December 14, 2000 issued by the
                 Registrant to L. David Sikes.(7)
          4.5    Form of Rights Agreement, dated April 19, 2001, between
                 Ramtron International Corporation and Citibank, N.A.(8)
          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.(12)
          4.22   Warrant to Purchase Common Stock between the Registrant and
                 Alexandra Global Mast Fund, Ltd. dated March 28, 2002 and as
                 amended on August 18, 2003.
          4.23   Warrant to Purchase Common Stock between the Registrant and
                 C.E. Unterberg, Towbin Brett Moskowitz Investments, dated
                 November 20, 2006.
          4.24   Warrant to Purchase Common Stock between the Registrant and
                 Warrant Strategies Fund, LLC, dated November 20, 2006.

         10.2    Registrant's Amended 1989 Non-statutory Stock Option Plan
                 and forms of Non-statutory Stock Option Agreement and Stock
                 Purchase Agreement.(2)
         10.3    1995 Stock Option Plan and forms of Incentive Stock Option
                 Agreement and Non-statutory Stock Option Agreement.(3)
         10.4    Amendment No. 1 to Registrant's 1989 Non-statutory 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.(5)
         10.8    Amendment No. 2 to Registrant's 1995 Stock Option Plan dated
                 December 22, 1999.(5)
         10.9    Registrant's 1999 Stock Option Plan.(5)
         10.10   Employment Agreement effective January 1, 2000  between the
                 Registrant and L. David Sikes, dated January 18, 2000.(6)

                                    Page-51

         10.16   Amendment No. 2 to Registrant's 1989 Non-statutory Stock
                 Option Plan, as amended, dated July 25, 2000.(7)
         10.17   Amendment No. 3 to Registrant's 1995 Stock Option Plan,
                 as amended, dated July 25, 2000.(7)
         10.18   Amendment No. 1 to Registrant's 1999 Stock Option Plan,
                 as amended, dated July 25, 2000.(7)
         10.19*  Technology and Service Agreement between Infineon
                 Technologies AG and the Registrant, dated December 14,
                 2000.(7)
         10.21*  Joint Development and License Agreement between the
                 Registrant and Texas Instruments, dated August 14, 2001.(9)
         10.22*  FRAM Technology License Agreement between the Registrant
                 and NEC Corporation, dated November 15, 2001.(10)
         10.31*  Settlement Agreement between National Semiconductor
                 Corporation and the Registrant dated April 6, 2004. (13)
         10.32   Patent Purchase Agreement between Purple Mountain Server LLC
                 and the Registrant dated April 13, 2004.(13)
         10.33   Offer Letter between the Registrant and Eric A. Balzer,
                 dated October 28, 2004.(14)
         10.35   Ramtron International Corporation 2005 Incentive Award
                 Plan.(17)
         10.36   Promissory note between Ramtron LLC and American National
                 Insurance Company dated December 8, 2005.(18)
         10.37   Deed of Trust, Security Agreement and Financing Statement
                 between Ramtron LLC and American National Insurance Company
                 dated December 8, 2005.(18)
         10.38   Form of Resale Restriction Agreement between Ramtron
                 International Corporation and its executive officers and
                 certain employees.(19)
         10.39   Loan Modification Agreement between Ramtron International
                 Corporation and Silicon Valley Bank dated December 30,
                 2005.(19)
         10.40   Severance Agreement and General Release and Waiver of
                 Claims between the Company and Mr. Greg B. Jones
                 dated January 13, 2006.(20)
         10.41   Registration Rights Agreement between Ramtron International
                 Corporation and certain purchasers dated November 20,
                 2006. (21)
         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.(15)
         10.45   Stock Purchase Agreement between Ramtron International
                 Corporation and D. George Stathakis dated July 26, 2005.(15)
         10.48   Amended and Restated Loan and Security Agreement between
                 Ramtron International Corporation and Silicon Valley Bank,
                 dated September 15, 2005.(16)
         10.49   Intellectual Property Security Agreement between
                 Ramtron International Corporation and Silicon Valley Bank,
                 dated September 15, 2005.(16)
         10.50   Third Amendment to Amended and Restated Loan and Security
                 Agreement between Ramtron International Corporation and
                 Silicon Valley Bank, dated December 29, 2006.

                                    Page-52

         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.

*  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 December 31, 1994 filed
     with the Securities and Exchange Commission on April 17, 1995.

(3)  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.

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

(5)  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.

(6)  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.

                                    Page-53

(7)  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.

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

(9)   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.

(10)  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.

(11)  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.

(12)  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.

(13)  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.

(14)  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.

(15)  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.

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

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

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

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

                                    Page-54

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

(21)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      November 22, 2006.

                                 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 February 20, 2007.

                                            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                          2-20-07
William G. Howard

/S/ William George
- ---------------------------     Director                          2-20-07
William George

/S/ Jack L. Saltich
- ---------------------------     Director                          2-20-07
Jack L. Saltich

/S/ Theodore J. Coburn
- ---------------------------     Director                          2-20-07
Theodore J. Coburn

/S/ William W. Staunton, III
- ----------------------------    Director and Chief Executive      2-20-07
William W. Staunton, III        Officer

/S/ Eric A. Balzer
- -------------------------       Director and Chief Financial      2-20-07
Eric A. Balzer                  Officer (Principal Accounting
                                Officer)

                                    Page-55

EX-4

Exhibit 4.22

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE
OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT
THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER,
SALE OR TRANSFER. SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONAFIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS WARRANT OR ANY OF
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARANT.

Warrant to Purchase                                 Issue Date:  March 28, 2002
218,886  Shares                                       Amended:  August 18, 2003

                          WARRANT TO PURCHASE COMMON STOCK

                                        of

                        RAMTRON INTERNATIONAL CORPORATION


THIS CERTIFIES that ALEXANDRA GLOBAL MASTER FUND, LTD. or any subsequent holder
hereof (the "Holder"), has the right to purchase from RAMTRON INTERNATIONAL
CORPORATION, a Delaware corporation (the "Company"), up to 218,886 fully paid
and nonassessable shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), subject to adjustment as provided herein, at a price equal
to the Exercise Price (as defined below), at any time beginning on the date on
which this Warrant is issued (the "Issue Date") and ending at 5:00 p.m., eastern
time, on the date that is the sixth (6th) anniversary of the Issue Date (the
"Expiration Date").  This Warrant is issued pursuant to the Securities Purchase
Agreement (the "Securities Purchase Agreement"), dated as of March 14, 2002,
between the Company and Halifax Lund, L.P., the original purchaser, whose rights
under the Securities Purchase Agreement were subsequently transferred to
Alexandra Global Master Fund, Ltd.  Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Securities
Purchase Agreement.

1.  Exercise.

    (a)  Right to Exercise; Exercise Price.  The Holder shall have the right to
         exercise this Warrant at any time and from time to time during the
         period beginning on the Issue Date and ending on the Expiration Date
         as to all or any part of the shares of Common Stock covered hereby
         (the "Warrant Shares").  The "Exercise Price" payable by the Holder in
         connection with the exercise of this Warrant shall be equal to $3.04.

    (b)  Exercise Notice.  In order to exercise this Warrant, the Holder shall
         send by facsimile transmission, at any time prior to 7:00 p.m.,
         eastern time, on the Business Day on which the Holder wishes to effect
         such exercise (the "Exercise Date"), to the Company and to its
         designated transfer agent for the Common Stock (the "Transfer Agent")

                                    Page-1

         a copy of the notice of exercise in the form attached hereto as
         Exhibit A (the "Exercise Notice") stating the number of Warrant Shares
         as to which such exercise applies and the calculation therefor. The
         Holder shall thereafter deliver to the Company the original Exercise
         Notice, the original Warrant and, in the case of a Cash Exercise (as
         defined below), the Exercise Price.  In the case of a dispute as to
         the calculation of the Exercise Price or the number of Warrant Shares
         issuable hereunder (including, without limitation, the calculation of
         any adjustment pursuant to Section 6 below), the Company shall
         promptly issue to the Holder the number of Warrant Shares that are not
         disputed and shall submit the disputed calculations to the Company's
         independent accountant of national recognition within two (2) Business
         Days following the date on which the Exercise Notice is delivered to
         the Company. The Company shall cause such accountant to calculate the
         Exercise Price and/or the number of Warrant Shares issuable hereunder
         and to notify the Company and the Holder of the results in writing no
         later than two (2) Business Days following the day on which such
         accountant received the disputed calculations (the "Dispute
         Procedure"). Such accountant's calculation shall be deemed conclusive
         absent manifest error.  The fees of any such accountant shall be
         borne by the party whose calculations were most at variance with
         those of such accountant.

    (c)  Holder of Record.  The Holder shall, for all purposes, be deemed to
         have become the holder of record of the Warrant Shares specified in an
         Exercise Notice on the Exercise Date specified therein, irrespective
         of the date of delivery of such Warrant Shares.  Except as
         specifically provided herein, nothing in this Warrant shall be
         construed as conferring upon the Holder hereof any rights as a
         stockholder of the Company prior to the Exercise Date.

    (d)  Cancellation of Warrant.  This Warrant shall be canceled upon its
         exercise and, if this Warrant is exercised in part, the Company shall,
         at the time that it delivers Warrant Shares to the Holder pursuant to
         such exercise as provided herein, issue a new warrant, and deliver to
         the Holder a certificate representing such new warrant, with terms
         identical in all respects to this Warrant (except that such new
         warrant shall be exercisable into the number of shares of Common Stock
         with respect to which this Warrant shall remain unexercised);
         provided, however, that the Holder shall be entitled to exercise all
         or any portion of such new warrant at any time following the time at
         which this Warrant is exercised, regardless of whether the Company has
         actually issued such new warrant or delivered to the Holder a
         certificate therefor.

                                    Page-2

2.  Delivery of Warrant Shares Upon Exercise.  Upon receipt of an Exercise
Notice pursuant to paragraph 1 above, the Company shall, (A) in the case of a
Cashless Exercise (as defined below), no later than the close of business on
the third (3rd) Business Day following the Exercise Date set forth in such
Exercise Notice, (B) in the case of a Cash Exercise (as defined below) no later
than the close of business on the later to occur of (i) the third (3rd)
Business Day following the Exercise Date set forth in such Exercise Notice and
(ii) such later date on which the Company shall have received payment of the
Exercise Price, and (C) with respect to Warrant Shares which are the subject of
a Dispute Procedure, the close of business on the third (3rd) Business Day
following the determination made pursuant to paragraph 1(b) (the "Delivery
Date"), issue and deliver or caused to be delivered to the Holder the number of
Warrant Shares as shall be determined as provided herein. The Company shall
effect delivery of Warrant Shares to the Holder by, as long as the Transfer
Agent participates in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer program ("FAST"), crediting the account of the Holder or
its nominee at DTC (as specified in the applicable Exercise Notice) with the
number of Warrant Shares required to be delivered, no later than the close of
business on such Delivery Date. In the event that the Transfer Agent is not a
participant in FAST, or if the Warrant Shares are not otherwise eligible for
delivery through FAST, or if the Holder so specifies in an Exercise Notice or
otherwise in writing on or before the Exercise Date, the Company shall effect
delivery of Warrant Shares by delivering to the Holder or its nominee physical
certificates representing such Warrant Shares, no later than the close of
business on such Delivery Date. Warrant Shares delivered to the Holder shall
not contain any restrictive legend as long as (x) the resale, transfer, pledge
or other disposition of such shares is covered by an effective registration
statement, (y) such shares have been publicly sold pursuant to Rule 144, or
(z) such shares can be sold pursuant to Rule 144(k), or any successor rule or
provision.

3.  Failure to Deliver Warrant Shares.

In the event that the Holder has not received certificates (without any
restrictive legend in the circumstances described in clause (x), (y) or (z) of
paragraph 2 above) representing the number of Warrant Shares specified in the
applicable Exercise Notice on or before the Delivery Date therefor (an
"Exercise Default"), the Holder shall have the following rights:

    (a)  the right to receive from the Corporation an amount equal to (i)
         (N/365) multiplied by (ii) the aggregate Exercise Price of the Warrant
         Shares which are the subject of such Exercise Default (such amount,
         the "Exercise Default Amount") multiplied by (iii) twenty four percent
         (24%), where "N" equals the number of days elapsed between the
         Delivery Date and the date on which such Exercise Default has been
         cured; and, at the Holder's option, either of the following

    (b)  (1)  the right to receive from the Corporation an amount equal to
              (A) the aggregate amount paid by the Holder for shares of Common
              Stock purchased by the Holder in order to make delivery on a
              sale effected in anticipation of receiving Warrant Shares upon
              such exercise minus (B) the aggregate Exercise Price for such
              Warrant Shares; or

                                    Page-3

    (b)  (2)  the right to require the Corporation to reinstate the Warrant by
              an amount equal to the Exercise Default Amount and deem the
              exercise resulting in such Exercise Default rescinded, null and
              void.

    In addition to its right to receive the foregoing amounts, the Holder
    shall have the right to pursue all other remedies available to it at law
    or in equity (including, without limitation, a decree of specific
    performance and/or injunctive relief). Amounts payable under this
    paragraph 3 shall be paid to the Holder in immediately available funds on
    or before the fifth (5th) Business Day following written notice from the
    Holder to the Company specifying the amount owed to it by the Company
    pursuant to this paragraph 3.

4.  Exercise Limitations.

In no event shall the Holder be permitted to exercise this Warrant, or part
thereof, with respect to Warrant Shares in excess of the number of such shares,
upon the issuance of which, (x) the number of shares of Common Stock
beneficially owned by the Holder (other than shares which would otherwise be
deemed beneficially owned except for being subject to a limitation on
conversion or exercise analogous to the limitation contained in this paragraph
4) plus (y) the number of shares of Common Stock issuable upon such exercise
would be equal to or exceed 9.99% of the number of shares of Common Stock then
issued and outstanding. As used herein, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and the rules thereunder. To the extent that the limitation
contained in this paragraph 4 applies, the submission of an Exercise Notice by
the Holder shall be deemed to be the Holder's representation that this Warrant
is exercisable pursuant to the terms hereof and the Company shall be entitled
to rely on such representation without making any further inquiry as to whether
this Section 4 applies.  Nothing contained herein shall be deemed to restrict
the right of a Holder to exercise this Warrant, or part thereof, at such time
as such exercise will not violate the provisions of this Section 4.

5.  Payment of the Exercise Price; Cashless Exercise.  The Holder may pay the
Exercise Price in either of the following forms or, at the election of Holder,
a combination thereof:

    (a)  through a cash exercise (a "Cash Exercise") by delivering immediately
         available funds, or

    (b)  if all of the Warrant Shares issuable hereunder are not then eligible
         for resale pursuant to an effective Registration Statement, through a
         cashless exercise (a "Cashless Exercise") by surrendering this
         Warrant to the Company and noting on the Exercise Notice that the
         Holder wishes to effect a Cashless Exercise, in which event the
         Company shall issue to the Holder the number of Warrant Shares
         determined as follows:

                                    Page-4

            X = Y x (A-B)/A

    where:  X = the number of Warrant Shares to be issued to the Holder;

            Y = the number of Warrant Shares with respect to which this
                Warrant is being exercised;

            A = the Market Price (as defined in the Debenture) on the Exercise
                Date; and

            B = the Exercise Price.

For purposes of Rule 144, it is intended and acknowledged that the Warrant
Shares issued in a Cashless Exercise transaction shall be deemed to have been
acquired by the Holder, and the holding period for the Warrant Shares required
by Rule 144 shall be deemed to have been commenced, on the Issue Date.

6.  Anti-Dilution Adjustments; Distributions; Other Events. The Exercise Price
and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 6.  In the event that
any adjustment of the Exercise Price or the number of Warrant Shares as
required herein results in a fraction of a cent or fraction of a share, as
applicable, such Exercise Price or number of Warrant Shares shall be rounded
up or down to the nearest cent or share, as applicable.

    (a)  Adjustment of Exercise Price upon Certain Issuances of Common Stock.
         In the event that the Company (A) issues Common Stock, whether upon
         the exercise of rights, warrants, securities convertible or
         exercisable into Common Stock ("Convertible Securities")or otherwise,
         at a price per share that is lower than the Exercise Price then in
         effect, or (B) issues Convertible Securities with a conversion price,
         exercise price or exchange ratio, that is lower than the Exercise
         Price, the Exercise Price shall be reduced to such lower price. In
         the event that the Company (A) issues Common Stock, whether upon the
         exercise of Convertible Securities or otherwise, or (B) issues
         Convertible Securities with a conversion price, exercise price or
         exchange ratio, in the case of either (A) or (B), that is lower than
         the Market Price (but not lower than the Exercise Price, in which
         case the immediately preceding sentence shall apply), the Exercise
         Price shall be reduced to a price determined by multiplying the
         Exercise Price in effect immediately prior to such issuance by a
         fraction, (i) the numerator of which is an amount equal to the sum of
         (x) the number of shares of outstanding (not including any shares of
         Common Stock held in the treasury of the Company) immediately prior
         to the such issuance, plus (y) the quotient of the aggregate
         consideration (if any) received by the Company upon such issuance
         divided by the Market Price in effect immediately prior to such
         issuance, and (ii) the denominator of which is the total number of
         shares of Common Stock Deemed Outstanding immediately after such
         issuance.  "Common Stock Deemed Outstanding" shall mean the number of

                                    Page-5

         shares of Common Stock actually outstanding excluding any shares of
         Common Stock held in the treasury of the Company, but which shall
         include, in the case where any such issuance comprises the issuance
         of Convertible Securities, the maximum total number of shares of
         Common Stock issuable upon the exercise of the Convertible Securities
         for which the adjustment is required. No further adjustment of the
         Exercise Price shall be made pursuant to this paragraph (a) upon the
         actual issuance of Common Stock pursuant to such Convertible
         Securities, unless the price at which such issuance is effected is
         less than the price used to make such adjustment, in which case the
         Exercise Price shall be adjusted as though such lesser price had been
         in effect as of the date on which such Convertible Securities were
         issued.

    (b)  Subdivision or Combination of Common Stock.  If the Company, at any
         time after the Issue Date, subdivides (by any stock split, stock
         dividend, recapitalization, reorganization, reclassification or
         otherwise) its shares of Common Stock into a greater number of
         shares, then after the date of record for effecting such subdivision,
         the Exercise Price in effect immediately prior to such subdivision
         will be proportionately reduced.  If the Company, at any time after
         the initial issuance of this Warrant, combines (by reverse stock
         split, recapitalization, reorganization, reclassification or
         otherwise) its shares of Common Stock into a smaller number of
         shares, then, after the date of record for effecting such
         combination, the Exercise Price in effect immediately prior to such
         combination will be proportionally increased.

    (c)  Distributions.  If the Company or any of its Subsidiaries shall at any
         time distribute to holders of Common Stock (or to a holder, other than
         the Company, of the common stock of any such Subsidiary) cash,
         evidences of indebtedness or other securities or assets including any
         dividend or distribution in shares of capital stock of a Subsidiary of
         the Company (collectively, a "Distribution") then, in any such case,
         the Holder of this Warrant shall be entitled to receive, at the same
         time as such assets are received by a holder of such stock, at the
         option of the Holder, (A) an amount and type of such Distribution as
         though the Holder were a holder on the record date therefor of a
         number of shares of Common Stock into which this Warrant is
         exercisable as of such record date (such number of shares to be
         determined at the Exercise Price then in effect and without regard to
         any limitation on exercise of this Warrant that may exist pursuant to
         the terms hereof or otherwise) and (B) a reduction in the Exercise
         Price as of the record date for such Distribution, such reduction to
         be effected by reducing the Exercise Price in effect on the Business
         Day immediately preceding such record date by an amount equal to the
         fair market value of the assets so distributed divided by the number
         of shares of Common Stock to which such Distribution is made, such
         fair market value to be reasonably determined in good faith by the
         Company's Board of Directors.

                                    Page-6

    (d)  Major Transactions.  In the event of a merger, consolidation, business
         combination, tender offer, exchange of shares, recapitalization,
         reorganization, redemption or other similar event, as a result of
         which shares of Common Stock of the Company shall be changed into the
         same or a different number of shares of the same or another class or
         classes of stock or securities or other assets of the Company or
         another entity or the Company shall sell all or substantially all of
         its assets (each of the foregoing being a "Major Transaction"), then
         the holder of this Warrant may, at its option, either (a) in the
         event that the Common Stock remains outstanding or holders of Common
         Stock receive any common stock or substantially similar equity
         interest, in each of the foregoing cases which is publicly traded,
         retain this Warrant and this Warrant shall continue to apply to such
         Common Stock or shall apply, as nearly as practicable, to such other
         common stock or equity interest, as the case may be, or (b) receive
         consideration, in exchange for this Warrant upon the surrender
         thereof (without payment of any exercise price hereunder), equal to
         the greater of, as determined in the sole discretion of the Holder,
         (i) the number of shares of stock or securities or property of the
         Company, or of the entity resulting from such Major Transaction (the
         "Major Transaction Consideration"), to which a holder of the number
         of shares of Common Stock delivered upon the exercise of this Warrant
         (pursuant to the Cashless Exercise feature hereof) would have been
         entitled upon such Major Transaction had the Holder so exercised this
         Warrant (without regard to any limitations on exercise herein or
         elsewhere contained) on the Trading Date immediately preceding the
         public announcement of the transaction resulting in such Major
         Transaction and had the Holder been the holder of record of such
         Common Stock at the time of the consummation of such Major
         Transaction, and (ii) cash paid by the Company in immediately
         available funds in an amount equal to the product of the (x) Market
         Price (as defined in the Debentures) calculated as of the date of the
         public announcement of the transaction resulting in such Major
         Transaction, and (y) the maximum number of Warrant Shares issuable to
         the Holder upon a Cashless Exercise of the Warrant as of such date
         (without regard to any limitations on exercise herein contained), and
         the Company shall make lawful provision for the foregoing as a part
         of such Major Transaction and, in the case of (i) above, shall cause
         the issuer of any security in such transaction to assume all of the
         Company's obligations under the Securities Purchase Agreement, the
         Debentures and the Registration Rights Agreement.

    (e)  Adjustments; Additional Shares, Securities or Assets.  In the event
         that at any time, as a result of an adjustment made pursuant to this
         paragraph 6, the Holder of this Warrant shall, upon exercise of this
         Warrant, become entitled to receive securities or assets (other than
         Common Stock) then, wherever appropriate, all references herein to
         shares of Common Stock shall be deemed to refer to and include such
         shares and/or other securities or assets; and thereafter the number of

                                    Page-7

         such shares and/or other securities or assets shall be subject to
         adjustment from time to time in a manner and upon terms as nearly
         equivalent as practicable to the provisions of this paragraph 6. Any
         adjustment made herein that results in a decrease in the Exercise
         Price shall also effect a proportional increase in the number of
         shares of Common Stock into which this Warrant is exercisable.

    (f)  Exceptions to Adjustment of Exercise Price.  No adjustment to the
         Exercise Price will be made pursuant to this Section 6 (i) upon the
         exercise of any warrants, options or convertible securities granted,
         issued and outstanding on the Closing Date (except in the case where
         the price at which such warrant, option or security is exercised has
         decreased since the Closing Date as a result of a reset, anti-
         dilutive adjustment or similar occurrence); (ii) upon the grant or
         exercise of any stock or options which may hereafter be granted or
         exercised under any employee benefit plan, stock option plan or
         restricted stock plan of the Company now existing or to be
         implemented in the future, so long as the issuance of such stock or
         options is approved by a majority of the Board of Directors of the
         Company; (iii) upon the exercise of the Warrants or the conversion of
         the Debentures; and (iv) upon the issuance of securities pursuant to
         a firm-commitment, fixed-price underwritten offering. Notwithstanding
         the foregoing, no adjustment to the Exercise Price shall be required
         unless such adjustment would require an increase or decrease of at
         least one percent (1%) in such price; provided, however, that any
         adjustments to the Exercise Price by reason of this clause that are
         not made shall be carried forward and taken into account in any
         subsequent adjustment of the Exercise Price that is required to be
         made under this Warrant

7.  Fractional Interests.

No fractional shares or scrip representing fractional shares shall be issuable
upon the exercise of this Warrant, but on exercise of this Warrant, the Holder
hereof may purchase only a whole number of shares of Common Stock.  If, on
exercise of this Warrant, the Holder hereof would be entitled to a fractional
share of Common Stock or a right to acquire a fractional share of Common Stock,
such fractional share shall be disregarded and the number of shares of Common
Stock issuable upon exercise shall be rounded up or down to the nearest whole
number of shares of Common Stock.

8.  Transfer of this Warrant.

The Holder may sell, transfer, assign, pledge or otherwise dispose of this
Warrant, in whole or in part, as long as such sale or other disposition is made
in the pursuant to an effective registration statement or an exemption to the
registration requirements of the Securities Act.  Upon such transfer or other
disposition, the Holder shall deliver a written notice to the Company,
substantially in the form of the Transfer Notice attached hereto as Exhibit B

                                    Page-8

(the "Transfer Notice"), indicating the person or persons to whom this Warrant
shall be transferred and, if less than all of this Warrant is transferred, the
number of Warrant Shares to be covered by the part of this Warrant to be
transferred to each such person. Within three (3) Business Days of receiving a
Transfer Notice and the original of this Warrant, the Company shall deliver to
the each transferee designated by the Holder a Warrant or Warrants of like
tenor and terms for the appropriate number of Warrant Shares and, if less than
all this Warrant is transferred, shall deliver to the Holder a Warrant for the
remaining number of Warrant Shares.

9.  Benefits of this Warrant.

This Warrant shall be for the sole and exclusive benefit of the Holder of this
Warrant and nothing in this Warrant shall be construed to confer upon any
person other than the Holder of this Warrant any legal or equitable right,
remedy or claim hereunder.

10.  Loss, theft, destruction or mutilation of Warrant.

Upon receipt by the Company of evidence of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
indemnity reasonably satisfactory to the Company, and upon surrender of this
Warrant, if mutilated, the Company shall execute and deliver a new Warrant of
like tenor and date.

11.  Notice or Demands.

Any notice, demand or request required or permitted to be given by the Company
or the Holder pursuant to the terms of this Warrant shall be in writing and
shall be deemed delivered (i) when delivered personally or by verifiable
facsimile transmission, unless such delivery is made on a day that is not a
Business Day, in which case such delivery will be deemed to be made on the
next succeeding Business Day, (ii) on the next Business Day after timely
delivery to an overnight courier and (iii) on the Business Day actually
received if deposited in the U.S. mail (certified or registered mail, return
receipt requested, postage prepaid), addressed as follows:

If to the Company:

Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, CO 80921
Attn:  LuAnn D. Hanson, Chief Financial Officer
Tel:  (719) 481-7000
Fax:  (719) 481-9294

                                    Page-9

with a copy to:

Coudert Brothers LLP
333 South Hope Street
23rd Floor
Los Angeles, CA  90071
Attn:  John A. St. Clair, Esq.
Tel:  (213) 229-2900
Fax:  (213) 229-2999

and if to the Holder, to such address as shall be designated by the Holder in
writing to the Company.

12.  Applicable Law.

This Warrant is issued under and shall for all purposes be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within the State of New York.

13.  Most Favored Nations.

The rights of the Purchasers and the obligations of the Company set forth in
Section 7.12 of the Securities Purchase Agreement are hereby incorporated by
reference and made a part of this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the 15th day
of March 2004.

RAMTRON INTERNATIONAL CORPORATION


By:  /S/  LuAnn D. Hanson
   -------------------------------
Name:  LuAnn D. Hanson
Title:  Chief Financial Officer

                                    Page-10

                             EXHIBIT A to WARRANT

                               EXERCISE NOTICE

The undersigned Holder hereby irrevocably exercises the right to purchase
of the shares of Common Stock ("Warrant Shares") of RAMTRON INTERNATIONAL
CORPORATION evidenced by the attached Warrant (the "Warrant").  Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.

1.  Form of Exercise Price.  The Holder intends that payment of the Exercise
Price shall be made as:

    /   /   a Cash Exercise with respect to XXXXXX Warrant Shares; and/or

    /   /   a Cashless Exercise with respect to XXXXXXX Warrant Shares, as
            permitted by Section 5(b) of the attached Warrant.

2.  Payment of Exercise Price.  In the event that the Holder has elected a Cash
Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the Holder shall pay the sum of $XXXXXXXX to the Company in
accordance with the terms of the Warrant.


Date:
       ------------------------

- ------------------------------------------
Name of Registered Holder

By:
    --------------------------------------
       Name:
       Title:

                                    Page-11


                              EXHIBIT B to WARRANT

                                TRANSFER NOTICE


FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby
sells, assigns and transfers unto the person or persons named below the right
to purchase XXXXXXX shares of the Common Stock of RAMTRON INTERNATIONAL
CORPORATION evidenced by the attached Warrant.

Date:
      ---------------------------

- --------------------------------------
Name of Registered Holder


By:
    ---------------------------------
Name:
Title:

Transferee Name and Address:

- ---------------------------------

- ---------------------------------

- ---------------------------------

                                    Page-12

EX-4

Exhibit 4.23

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE
OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT
THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER,
SALE OR TRANSFER.

Warrant to Purchase                            Issue Date:  November 20, 2006
131,332  Shares

                         WARRANT TO PURCHASE COMMON STOCK

                                       of

                         RAMTRON INTERNATIONAL CORPORATION

THIS CERTIFIES that C.E. Unterberg, Towbin Brett Moskowitz Investments
("Unterberg") or any subsequent holder hereof (the "Holder"), has the right
to purchase from RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation
(the "Company"), up to One Hundred Thirty-One Thousand Three Hundred Thirty-
Two (131,332) fully paid and nonassessable shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), subject to adjustment
as provided herein, at a price equal to the Exercise Price (as defined
below), at any time beginning on the date hereof (the "Issue Date") and
ending at 5:00 p.m., New York time, on March 28, 2008 (the "Expiration
Date").  This Warrant is being issued to the Holder pursuant to transfer
instructions provided Qimonda AG to the Company as a result of the Warrant
Purchase Agreement dated as of November 17, 2006, among Qimonda AG, C.E.
Unterberg, Towbin Brett Moskowitz Investment and Warrant Strategies Fund,
LLC.

1.  Exercise.

(a)  Right to Exercise; Exercise Price.  The Holder shall have the right to
     exercise this Warrant at any time and from time to time during the
     period beginning on the Issue Date and ending on the Expiration Date as
     to all or any part of the shares of Common Stock covered hereby (the
     "Warrant Shares").  The "Exercise Price" payable by the Holder in
     connection with the exercise of this Warrant shall be equal to $3.04
     (subject to adjustment for the events specified in Section 6 below).

                                    Page-1

(b)  Exercise Notice.  In order to exercise this Warrant, the Holder shall
     send by facsimile transmission, at any time prior to 7:00 p.m., New York
     time, on the Business Day on which the Holder wishes to effect such
     exercise (the "Exercise Date"), to the Company and to its designated
     transfer agent for the Common Stock (the "Transfer Agent") a copy of the
     notice of exercise in the form attached hereto as Exhibit A (the
     "Exercise Notice") stating the number of Warrant Shares as to which such
     exercise applies and the calculation therefor. The Holder shall
     thereafter deliver to the Company the original Exercise Notice, the
     original Warrant and, in the case of a Cash Exercise (as defined below),
     the Exercise Price.  In the case of a dispute as to the calculation of
     the Exercise Price or the number of Warrant Shares issuable hereunder
     (including, without limitation, the calculation of any adjustment
     pursuant to Section 6 below), the Company shall promptly issue to the
     Holder the number of Warrant Shares that are not disputed and shall
     submit the disputed calculations to the Company's independent accountant
     of national recognition within two (2) Business Days following the date
     on which the Exercise Notice is delivered to the Company. The Company
     shall cause such accountant to calculate the Exercise Price and/or the
     number of Warrant Shares issuable hereunder and to notify the Company
     and the Holder of the results in writing no later than two (2) Business
     Days following the day on which such accountant received the disputed
     calculations (the "Dispute Procedure"). Such accountant's calculation
     shall be deemed conclusive absent manifest error.  The fees of any such
     accountant shall be borne by the party whose calculations were most at
     variance with those of such accountant.

(c)  Holder of Record.  The Holder shall, for all purposes, be deemed to have
     become the holder of record of the Warrant Shares specified in an
     Exercise Notice on the Exercise Date specified therein, irrespective of
     the date of delivery of such Warrant Shares.  Except as specifically
     provided herein, nothing in this Warrant shall be construed as
     conferring upon the Holder hereof any rights as a stockholder of the
     Company prior to the Exercise Date.

(d)  Cancellation of Warrant.  This Warrant shall be canceled upon its
     exercise and, if this Warrant is exercised in part, the Company shall,
     at the time that it delivers Warrant Shares to the Holder pursuant to
     such exercise as provided herein, issue a new warrant, and deliver to
     the Holder a certificate representing such new warrant, with terms
     identical in all respects to this Warrant (except that such new warrant
     shall be exercisable into the number of shares of Common Stock with
     respect to which this Warrant shall remain unexercised); provided,
     however, that the Holder shall be entitled to exercise all or any
     portion of such new warrant at any time following the time at which this
     Warrant is exercised, regardless of whether the Company has actually
     issued such new warrant or delivered to the Holder a certificate
     therefor.

                                    Page-2

2.  Delivery of Warrant Shares Upon Exercise.  Upon receipt of an Exercise
Notice pursuant to paragraph 1 above, the Company shall, (A) in the case of a
Cashless Exercise (as defined below), no later than the close of business on
the third (3rd) Business Day following the Exercise Date set forth in such
Exercise Notice, (B) in the case of a Cash Exercise (as defined below) no
later than the close of business on the later to occur of (i) the third (3rd)
Business Day following the Exercise Date set forth in such Exercise Notice
and (ii) such later date on which the Company shall have received payment of
the Exercise Price, and (C) with respect to Warrant Shares which are the
subject of a Dispute Procedure, the close of business on the third (3rd)
Business Day following the determination made pursuant to paragraph 1(b) (the
"Delivery Date"), issue and deliver or caused to be delivered to the Holder
the number of Warrant Shares as shall be determined as provided herein. The
Company shall effect delivery of Warrant Shares to the Holder by, as long as
the Transfer Agent participates in the Depository Trust Company ("DTC") Fast
Automated Securities Transfer program ("FAST") and no legend is required to
appear on any physical certificate if issued,, crediting the account of the
Holder or its nominee at DTC (as specified in the applicable Exercise Notice)
with the number of Warrant Shares required to be delivered, no later than the
close of business on such Delivery Date. In the event that the Transfer Agent
is not a participant in FAST, or if the Warrant Shares are not otherwise
eligible for delivery through FAST, or if the Holder so specifies in an
Exercise Notice or otherwise in writing on or before the Exercise Date, the
Company shall effect delivery of Warrant Shares by delivering to the Holder
or its nominee physical certificates representing such Warrant Shares, no
later than the close of business on such Delivery Date. Warrant Shares
delivered to the Holder shall not contain any restrictive legend as long as
(x) the resale, transfer, pledge or other disposition of such shares is
covered by an effective registration statement, (y) such shares have been
publicly sold pursuant to Rule 144, or (z) such shares can be sold pursuant
to Rule 144(k), or any successor rule or provision.

3.  Failure to Deliver Warrant Shares.

In the event that the Holder has not received certificates (without any
restrictive legend in the circumstances described in clause (x), (y) or (z)
of paragraph 2 above) representing the number of Warrant Shares specified in
the applicable Exercise Notice on or before the Delivery Date therefor (an
"Exercise Default"), the Holder shall have the following rights:

(a)  the right to receive from the Corporation an amount equal to (i) "N/365"
     multiplied by (ii) the aggregate Exercise Price of the Warrant Shares
     which are the subject of such Exercise Default (such amount, the
     "Exercise Default Amount") multiplied by (iii) twenty four percent
     (24%), where "N" equals the number of days elapsed between the Delivery
     Date and the date on which such Exercise Default has been cured; and, at
     the Holder's option, either of the following:

                                    Page-3

(b)  (1)  the right to receive from the Corporation an amount equal to (A)
          the aggregate amount paid by the Holder for shares of Common Stock
          purchased by the Holder in order to make delivery on a sale
          effected in anticipation of receiving Warrant Shares upon such
          exercise minus (B) the aggregate Exercise Price for such Warrant
          Shares; or

     (2)  the right to require the Corporation to reinstate the Warrant by an
          amount equal to the Exercise Default Amount and deem the exercise
          resulting in such Exercise Default rescinded, null and void.

In addition to its right to receive the foregoing amounts, the Holder shall
have the right to pursue all other remedies available to it at law or in
equity (including, without limitation, a decree of specific performance
and/or injunctive relief). Amounts payable under this paragraph 3 shall be
paid to the Holder in immediately available funds on or before the fifth
(5th) Business Day following written notice from the Holder to the Company
specifying the amount owed to it by the Company pursuant to this paragraph 3.

4.  Exercise Limitations.

Subject to the terms of the Rights Agreement, dated as of April 19, 2001,
between the Corporation and Citibank, N.A., in no event shall the Holder be
permitted to exercise this Warrant, or part thereof, with respect to Warrant
Shares in excess of the number of such shares, upon the issuance of which,
(x) the number of shares of Common Stock beneficially owned by the Holder
(other than shares which would otherwise be deemed beneficially owned except
for being subject to a limitation on conversion or exercise analogous to the
limitation contained in this paragraph 4) plus (y) the number of shares of
Common Stock issuable upon such exercise would be equal to or exceed 49.9% of
the number of shares of Common Stock then issued and outstanding. As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder. To the extent that the limitation contained in this paragraph 4
applies, the submission of an Exercise Notice by the Holder shall be deemed
to be the Holder's representation that this Warrant is exercisable pursuant
to the terms hereof and the Company shall be entitled to rely on such
representation without making any further inquiry as to whether this
Section 4 applies.  Nothing contained herein shall be deemed to restrict the
right of a Holder to exercise this Warrant, or part thereof, at such time as
such exercise will not violate the provisions of this Section 4.

5.  Payment of the Exercise Price; Cashless Exercise.  The Holder may pay the
Exercise Price in either of the following forms or, at the election of
Holder, a combination thereof:

(a)  through a cash exercise (a "Cash Exercise") by delivering immediately
     available funds, or

(b)  if all of the Warrant Shares issuable hereunder are not then eligible
     for resale pursuant to an effective Registration Statement, through a
     cashless exercise (a "Cashless Exercise") by surrendering this Warrant
     to the Company and noting on the Exercise Notice that the Holder wishes
     to effect a Cashless Exercise, in which event the Company shall issue to
     the Holder the number of Warrant Shares determined as follows:

                                    Page-4

             X = Y x (A-B)/A

     where:  X = the number of Warrant Shares to be issued to the Holder;

             Y = the number of Warrant Shares with respect to which this
                 Warrant is being exercised;

             A = the Market Price (as defined in the Debenture) on the
                 Exercise Date; and

             B = the Exercise Price.

For purposes of Rule 144, it is intended and acknowledged that the Warrant
Shares issued in a Cashless Exercise transaction shall be deemed to have been
acquired by the Holder, and the holding period for the Warrant Shares
required by Rule 144 shall be deemed to have been commenced, on the Issue
Date.

6.  Anti-Dilution Adjustments; Distributions; Other Events. The Exercise
Price and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 6.  In the event
that any adjustment of the Exercise Price or the number of Warrant Shares as
required herein results in a fraction of a cent or fraction of a share, as
applicable, such Exercise Price or number of Warrant Shares shall be rounded
up or down to the nearest cent or share, as applicable.

(a)  Adjustment of Exercise Price upon Certain Issuances of Common Stock. In
     the event that the Company (A) issues Common Stock, whether upon the
     exercise of rights, warrants, securities convertible or exercisable into
     Common Stock ("Convertible Securities") or otherwise, at a price per
     share that is lower than the Exercise Price then in effect, or (B)
     issues Convertible Securities with a conversion price, exercise price or
     exchange ratio, that is lower than the Exercise Price, the Exercise
     Price shall be reduced to such lower price. In the event that the
     Company (A) issues Common Stock, whether upon the exercise of
     Convertible Securities or otherwise, or (B) issues Convertible
     Securities with a conversion price, exercise price or exchange ratio, in
     the case of either (A) or (B), that is lower than the Market Price (but
     not lower than the Exercise Price, in which case the immediately
     preceding sentence shall apply), the Exercise Price shall be reduced to
     a price determined by multiplying the Exercise Price in effect
     immediately prior to such issuance by a fraction, (i) the numerator of
     which is an amount equal to the sum of (x) the number of shares of
     outstanding (not including any shares of Common Stock held in the
     treasury of the Company) immediately prior to the such issuance, plus
     (y) the quotient of the aggregate consideration (if any) received by the
     Company upon such issuance divided by the Market Price in effect
     immediately prior to such issuance, and (ii) the denominator of which is
     the total number of shares of Common Stock Deemed Outstanding
     immediately after such issuance.  "Common Stock Deemed Outstanding"
     shall mean the number of shares of Common Stock actually outstanding
     excluding any shares of Common Stock held in the treasury of the
     Company, but which shall include, in the case where any such issuance

                                    Page-5

     comprises the issuance of Convertible Securities, the maximum total
     number of shares of Common Stock issuable upon the exercise of the
     Convertible Securities for which the adjustment is required. No further
     adjustment of the Exercise Price shall be made pursuant to this
     paragraph (a) upon the actual issuance of Common Stock pursuant to such
     Convertible Securities, unless the price at which such issuance is
     effected is less than the price used to make such adjustment, in which
     case the Exercise Price shall be adjusted as though such lesser price
     had been in effect as of the date on which such Convertible Securities
     were issued.

(b)  Subdivision or Combination of Common Stock.  If the Company, at any time
     after the Issue Date, subdivides (by any stock split, stock dividend,
     recapitalization, reorganization, reclassification or otherwise) its
     shares of Common Stock into a greater number of shares, then after the
     date of record for effecting such subdivision, the Exercise Price in
     effect immediately prior to such subdivision will be proportionately
     reduced.  If the Company, at any time after the initial issuance of this
     Warrant, combines (by reverse stock split, recapitalization,
     reorganization, reclassification or otherwise) its shares of Common
     Stock into a smaller number of shares, then, after the date of record
     for effecting such combination, the Exercise Price in effect immediately
     prior to such combination will be proportionally increased.

(c)  Distributions.  If the Company or any of its Subsidiaries shall at any
     time distribute to holders of Common Stock (or to a holder, other than
     the Company, of the common stock of any such Subsidiary) cash, evidences
     of indebtedness or other securities or assets including any dividend or
     distribution in shares of capital stock of a Subsidiary of the Company
     (collectively, a "Distribution") then, in any such case, the Holder of
     this Warrant shall be entitled to receive, at the same time as such
     assets are received by a holder of such stock, at the option of the
     Holder, (A) an amount and type of such Distribution as though the Holder
     were a holder on the record date therefor of a number of shares of
     Common Stock into which this Warrant is exercisable as of such record
     date (such number of shares to be determined at the Exercise Price then
     in effect and without regard to any limitation on exercise of this
     Warrant that may exist pursuant to the terms hereof or otherwise) and
     (B) a reduction in the Exercise Price as of the record date for such
     Distribution, such reduction to be effected by reducing the Exercise
     Price in effect on the Business Day immediately preceding such record
     date by an amount equal to the fair market value of the assets so
     distributed divided by the number of shares of Common Stock to which
     such Distribution is made, such fair market value to be reasonably
     determined in good faith by the Company's Board of Directors.

                                    Page-6

(d)  Major Transactions.  In the event of a merger, consolidation, business
     combination, tender offer, exchange of shares, recapitalization,
     reorganization, redemption or other similar event, as a result of which
     shares of Common Stock of the Company shall be changed into the same or
     a different number of shares of the same or another class or classes of
     stock or securities or other assets of the Company or another entity or
     the Company shall sell all or substantially all of its assets (each of
     the foregoing being a "Major Transaction"), then the holder of this
     Warrant may, at its option, either (a) in the event that the Common
     Stock remains outstanding or holders of Common Stock receive any common
     stock or substantially similar equity interest, in each of the foregoing
     cases which is publicly traded, retain this Warrant and this Warrant
     shall continue to apply to such Common Stock or shall apply, as nearly
     as practicable, to such other common stock or equity interest, as the
     case may be, or (b) receive consideration, in exchange for this Warrant
     upon the surrender thereof (without payment of any exercise price
     hereunder), equal to the greater of, as determined in the sole
     discretion of the Holder, (i) the number of shares of stock or
     securities or property of the Company, or of the entity resulting from
     such Major Transaction (the "Major Transaction Consideration"), to which
     a holder of the number of shares of Common Stock delivered upon the
     exercise of this Warrant (pursuant to the Cashless Exercise feature
     hereof) would have been entitled upon such Major Transaction had the
     Holder so exercised this Warrant (without regard to any limitations on
     exercise herein or elsewhere contained) on the Trading Date immediately
     preceding the public announcement of the transaction resulting in such
     Major Transaction and had the Holder been the holder of record of such
     Common Stock at the time of the consummation of such Major Transaction,
     and (ii) cash paid by the Company in immediately available funds in an
     amount equal to the product of the (x) Market Price (as defined in the
     Debenture) calculated as of the date of the public announcement of the
     transaction resulting in such Major Transaction, and (y) the maximum
     number of Warrant Shares issuable to the Holder upon a Cashless Exercise
     of the Warrant as of such date (without regard to any limitations on
     exercise herein contained), and the Company shall make lawful provision
     for the foregoing as a part of such Major Transaction.

(e)  Adjustments; Additional Shares, Securities or Assets.  In the event that
     at any time, as a result of an adjustment made pursuant to this
     paragraph 6, the Holder of this Warrant shall, upon exercise of this
     Warrant, become entitled to receive securities or assets (other than
     Common Stock) then, wherever appropriate, all references herein to
     shares of Common Stock shall be deemed to refer to and include such
     shares and/or other securities or assets; and thereafter the number of
     such shares and/or other securities or assets shall be subject to
     adjustment from time to time in a manner and upon terms as nearly
     equivalent as practicable to the provisions of this paragraph 6. Any
     adjustment made herein that results in a decrease in the Exercise Price
     shall also effect a proportional increase in the number of shares of
     Common Stock into which this Warrant is exercisable.

                                    Page-7

(f)  Exceptions to Adjustment of Exercise Price.  No adjustment to the
     Exercise Price will be made pursuant to this Section 6 (i) upon the
     exercise of any warrants, options or convertible securities granted,
     issued and outstanding on the date hereof (except in the case where the
     price at which such warrant, option or security is exercised has
     decreased since the date hereof as a result of a reset, anti-dilutive
     adjustment or similar occurrence); (ii) upon the grant or exercise of
     any stock or options which may hereafter be granted or exercised under
     any employee benefit plan, stock option plan or restricted stock plan of
     the Company now existing or to be implemented in the future, so long as
     the issuance of such stock or options is approved by a majority of the
     Board of Directors of the Company; (iii) upon the exercise of this
     Warrant or any portion thereof by any holder; (iv) upon the issuance of
     securities pursuant to a firm-commitment, fixed-price underwritten
     offering; and (v) upon the issuance of securities in connection with a
     strategic investment made by the Company or a third party, the primary
     purpose of which is not the raising of equity capital; provided, that
     any and all such issuances do not exceed, in the aggregate, five percent
     (5%) of the Common Stock outstanding as of the Issue Date.
     Notwithstanding the foregoing, no adjustment to the Exercise Price shall
     be required unless such adjustment would require an increase or decrease
     of at least one percent (1%) in such price; provided, however, that any
     adjustments to the Exercise Price by reason of this clause that are not
     made shall be carried forward and taken into account in any subsequent
     adjustment of the Exercise Price that is required to be made under this
     Warrant.

7.  Fractional Interests.

No fractional shares or scrip representing fractional shares shall be
issuable upon the exercise of this Warrant, but on exercise of this Warrant,
the Holder hereof may purchase only a whole number of shares of Common Stock.
If, on exercise of this Warrant, the Holder hereof would be entitled to a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, such fractional share shall be disregarded and the number of
shares of Common Stock issuable upon exercise shall be rounded up or down to
the nearest whole number of shares of Common Stock.

8.  Transfer of this Warrant.

The Holder may sell, transfer, assign, pledge or otherwise dispose of this
Warrant, in whole or in part, as long as such sale or other disposition is
made in the pursuant to an effective registration statement or an exemption
to the registration requirements of the Securities Act.  Upon such transfer
or other disposition, the Holder shall deliver a written notice to the
Company, substantially in the form of the Transfer Notice attached hereto as
Exhibit B (the "Transfer Notice"), indicating the person or persons to whom
this Warrant shall be transferred and, if less than all of this Warrant is
transferred, the number of Warrant Shares to be covered by the part of this
Warrant to be transferred to each such person. Within three (3) Business Days
of receiving a Transfer Notice and the original of this Warrant, the Company
shall deliver to the each transferee designated by the Holder a Warrant or
Warrants of like tenor and terms for the appropriate number of Warrant Shares
and, if less than all this Warrant is transferred, shall deliver to the
Holder a Warrant for the remaining number of Warrant Shares.

                                    Page-8

9.  Benefits of this Warrant.

This Warrant shall be for the sole and exclusive benefit of the Holder of
this Warrant and nothing in this Warrant shall be construed to confer upon
any person other than the Holder of this Warrant any legal or equitable
right, remedy or claim hereunder.

10.  Loss, theft, destruction or mutilation of Warrant.

Upon receipt by the Company of evidence of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction)
of indemnity reasonably satisfactory to the Company, and upon surrender of
this Warrant, if mutilated, the Company shall execute and deliver a new
Warrant of like tenor and date.

11.  Notice or Demands.

Any notice, demand or request required or permitted to be given by the
Company or the Holder pursuant to the terms of this Warrant shall be in
writing and shall be deemed delivered (i) when delivered personally or by
verifiable facsimile transmission, unless such delivery is made on a day that
is not a Business Day, in which case such delivery will be deemed to be made
on the next succeeding Business Day and (ii) on the next Business Day after
timely delivery to an overnight courier, addressed as follows:

If to the Company:

Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, CO 80921
Attn:   Chief Financial Officer
Tel:  (719) 481-7000
Fax:  (719) 481-9294

with a copy to:

Jones Day
555 South Flower Street
Fiftieth Floor
Los Angeles, California 90071
Attn:  John A. St. Clair, Esq.
Tel:  (213) 243-2421
Fax:  (213) 243-2539

and if to the Holder, to such address as shall be designated by the Holder in
writing to the Company.

                                    Page-9

12.  Applicable Law.

This Warrant is issued under and shall for all purposes be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within the State of New York.

IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the 20th
day of November 2006.

RAMTRON INTERNATIONAL CORPORATION

/s/ Eric A. Balzer
- ---------------------------------
By:   Eric A. Balzer
Name:  Eric A. Balzer
Title:  Chief Financial Officer

                                    Page-10

                              EXHIBIT A to WARRANT

                                 EXERCISE NOTICE

The undersigned Holder hereby irrevocably exercises the right to purchase
- ----------------- of the shares of Common Stock ("Warrant Shares") of RAMTRON
INTERNATIONAL CORPORATION evidenced by the attached Warrant (the "Warrant").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.

1.  Form of Exercise Price.  The Holder intends that payment of the Exercise
    Price shall be made as:

    ------ a Cash Exercise with respect to ---------------- Warrant Shares;
    and/or

    ------ a Cashless Exercise with respect to ------------------ Warrant
    Shares, as permitted by Section 5(b) of the attached Warrant.

2.  Payment of Exercise Price.  In the event that the Holder has elected a
Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the Holder shall pay the sum of $----------------- to the
Company in accordance with the terms of the Warrant.

Date:

- ------------------------------------
Name of Registered Holder

By:  -------------------------------
       Name:
       Title:

                                    Page-11

                               EXHIBIT B to WARRANT

                                 TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby
sells, assigns and transfers unto the person or persons named below the right
to purchase ----------- shares of the Common Stock of RAMTRON INTERNATIONAL
CORPORATION evidenced by the attached Warrant.


Date: ------------------------

- -------------------------------
Name of Registered Holder

By:  --------------------------
     Name:
     Title:

Transferee Name and Address:

- ----------------------------
- ----------------------------
- ----------------------------

                                    Page-12

EX-4

Exhibit 4.24

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE
OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT
THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER,
SALE OR TRANSFER.

Warrant to Purchase                            Issue Date:  November 20, 2006
131,331  Shares

                         WARRANT TO PURCHASE COMMON STOCK

                                       of

                         RAMTRON INTERNATIONAL CORPORATION

THIS CERTIFIES that Warrant Strategies Fund, LLC ("Warrant Strategies") or
any subsequent holder hereof (the "Holder"), has the right to purchase from
RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"), up
to One Hundred Thirty-One Thousand Three Hundred Thirty-One (131,331) fully
paid and nonassessable shares of the Company's common stock, par value $.01
per share (the "Common Stock"), subject to adjustment as provided herein, at
a price equal to the Exercise Price (as defined below), at any time beginning
on the date hereof (the "Issue Date") and ending at 5:00 p.m., New York time,
on March 28, 2008 (the "Expiration Date").  This Warrant is being issued to
the Holder pursuant to transfer instructions provided Qimonda AG to the
Company as a result of the Warrant Purchase Agreement dated as of
November 17, 2006, among Qimonda AG, C.E. Unterberg, Towbin Brett Moskowitz
Investment and Warrant Strategies Fund, LLC.

1.  Exercise.

(a)  Right to Exercise; Exercise Price.  The Holder shall have the right to
     exercise this Warrant at any time and from time to time during the
     period beginning on the Issue Date and ending on the Expiration Date as
     to all or any part of the shares of Common Stock covered hereby (the
     "Warrant Shares").  The "Exercise Price" payable by the Holder in
     connection with the exercise of this Warrant shall be equal to $3.04
     (subject to adjustment for the events specified in Section 6 below).

                                    Page-1

(b)  Exercise Notice.  In order to exercise this Warrant, the Holder shall
     send by facsimile transmission, at any time prior to 7:00 p.m., New York
     time, on the Business Day on which the Holder wishes to effect such
     exercise (the "Exercise Date"), to the Company and to its designated
     transfer agent for the Common Stock (the "Transfer Agent") a copy of the
     notice of exercise in the form attached hereto as Exhibit A (the
     "Exercise Notice") stating the number of Warrant Shares as to which such
     exercise applies and the calculation therefor. The Holder shall
     thereafter deliver to the Company the original Exercise Notice, the
     original Warrant and, in the case of a Cash Exercise (as defined below),
     the Exercise Price.  In the case of a dispute as to the calculation of
     the Exercise Price or the number of Warrant Shares issuable hereunder
     (including, without limitation, the calculation of any adjustment
     pursuant to Section 6 below), the Company shall promptly issue to the
     Holder the number of Warrant Shares that are not disputed and shall
     submit the disputed calculations to the Company's independent accountant
     of national recognition within two (2) Business Days following the date
     on which the Exercise Notice is delivered to the Company. The Company
     shall cause such accountant to calculate the Exercise Price and/or the
     number of Warrant Shares issuable hereunder and to notify the Company
     and the Holder of the results in writing no later than two (2) Business
     Days following the day on which such accountant received the disputed
     calculations (the "Dispute Procedure"). Such accountant's calculation
     shall be deemed conclusive absent manifest error.  The fees of any such
     accountant shall be borne by the party whose calculations were most at
     variance with those of such accountant.

(c)  Holder of Record.  The Holder shall, for all purposes, be deemed to have
     become the holder of record of the Warrant Shares specified in an
     Exercise Notice on the Exercise Date specified therein, irrespective of
     the date of delivery of such Warrant Shares.  Except as specifically
     provided herein, nothing in this Warrant shall be construed as
     conferring upon the Holder hereof any rights as a stockholder of the
     Company prior to the Exercise Date.

(d)  Cancellation of Warrant.  This Warrant shall be canceled upon its
     exercise and, if this Warrant is exercised in part, the Company shall,
     at the time that it delivers Warrant Shares to the Holder pursuant to
     such exercise as provided herein, issue a new warrant, and deliver to
     the Holder a certificate representing such new warrant, with terms
     identical in all respects to this Warrant (except that such new warrant
     shall be exercisable into the number of shares of Common Stock with
     respect to which this Warrant shall remain unexercised); provided,
     however, that the Holder shall be entitled to exercise all or any
     portion of such new warrant at any time following the time at which this
     Warrant is exercised, regardless of whether the Company has actually
     issued such new warrant or delivered to the Holder a certificate
     therefor.

                                    Page-2

2.  Delivery of Warrant Shares Upon Exercise.  Upon receipt of an Exercise
Notice pursuant to paragraph 1 above, the Company shall, (A) in the case of a
Cashless Exercise (as defined below), no later than the close of business on
the third (3rd) Business Day following the Exercise Date set forth in such
Exercise Notice, (B) in the case of a Cash Exercise (as defined below) no
later than the close of business on the later to occur of (i) the third (3rd)
Business Day following the Exercise Date set forth in such Exercise Notice
and (ii) such later date on which the Company shall have received payment of
the Exercise Price, and (C) with respect to Warrant Shares which are the
subject of a Dispute Procedure, the close of business on the third (3rd)
Business Day following the determination made pursuant to paragraph 1(b) (the
"Delivery Date"), issue and deliver or caused to be delivered to the Holder
the number of Warrant Shares as shall be determined as provided herein. The
Company shall effect delivery of Warrant Shares to the Holder by, as long as
the Transfer Agent participates in the Depository Trust Company ("DTC") Fast
Automated Securities Transfer program ("FAST") and no legend is required to
appear on any physical certificate if issued,, crediting the account of the
Holder or its nominee at DTC (as specified in the applicable Exercise Notice)
with the number of Warrant Shares required to be delivered, no later than the
close of business on such Delivery Date. In the event that the Transfer Agent
is not a participant in FAST, or if the Warrant Shares are not otherwise
eligible for delivery through FAST, or if the Holder so specifies in an
Exercise Notice or otherwise in writing on or before the Exercise Date, the
Company shall effect delivery of Warrant Shares by delivering to the Holder
or its nominee physical certificates representing such Warrant Shares, no
later than the close of business on such Delivery Date. Warrant Shares
delivered to the Holder shall not contain any restrictive legend as long as
(x) the resale, transfer, pledge or other disposition of such shares is
covered by an effective registration statement, (y) such shares have been
publicly sold pursuant to Rule 144, or (z) such shares can be sold pursuant
to Rule 144(k), or any successor rule or provision.

3.  Failure to Deliver Warrant Shares.

In the event that the Holder has not received certificates (without any
restrictive legend in the circumstances described in clause (x), (y) or (z)
of paragraph 2 above) representing the number of Warrant Shares specified in
the applicable Exercise Notice on or before the Delivery Date therefor (an
"Exercise Default"), the Holder shall have the following rights:

(a)  the right to receive from the Corporation an amount equal to (i) "N/365"
     multiplied by (ii) the aggregate Exercise Price of the Warrant Shares
     which are the subject of such Exercise Default (such amount, the
     "Exercise Default Amount") multiplied by (iii) twenty four percent
     (24%), where "N" equals the number of days elapsed between the Delivery
     Date and the date on which such Exercise Default has been cured; and, at
     the Holder's option, either of the following:

                                    Page-3

(b)  (1)  the right to receive from the Corporation an amount equal to (A)
          the aggregate amount paid by the Holder for shares of Common Stock
          purchased by the Holder in order to make delivery on a sale
          effected in anticipation of receiving Warrant Shares upon such
          exercise minus (B) the aggregate Exercise Price for such Warrant
          Shares; or

     (2)  the right to require the Corporation to reinstate the Warrant by an
          amount equal to the Exercise Default Amount and deem the exercise
          resulting in such Exercise Default rescinded, null and void.

In addition to its right to receive the foregoing amounts, the Holder shall
have the right to pursue all other remedies available to it at law or in
equity (including, without limitation, a decree of specific performance
and/or injunctive relief). Amounts payable under this paragraph 3 shall be
paid to the Holder in immediately available funds on or before the fifth
(5th) Business Day following written notice from the Holder to the Company
specifying the amount owed to it by the Company pursuant to this paragraph 3.

4.  Exercise Limitations.

Subject to the terms of the Rights Agreement, dated as of April 19, 2001,
between the Corporation and Citibank, N.A., in no event shall the Holder be
permitted to exercise this Warrant, or part thereof, with respect to Warrant
Shares in excess of the number of such shares, upon the issuance of which,
(x) the number of shares of Common Stock beneficially owned by the Holder
(other than shares which would otherwise be deemed beneficially owned except
for being subject to a limitation on conversion or exercise analogous to the
limitation contained in this paragraph 4) plus (y) the number of shares of
Common Stock issuable upon such exercise would be equal to or exceed 49.9% of
the number of shares of Common Stock then issued and outstanding. As used
herein, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder. To the extent that the limitation contained in this paragraph 4
applies, the submission of an Exercise Notice by the Holder shall be deemed
to be the Holder's representation that this Warrant is exercisable pursuant
to the terms hereof and the Company shall be entitled to rely on such
representation without making any further inquiry as to whether this
Section 4 applies.  Nothing contained herein shall be deemed to restrict the
right of a Holder to exercise this Warrant, or part thereof, at such time as
such exercise will not violate the provisions of this Section 4.

5.  Payment of the Exercise Price; Cashless Exercise.  The Holder may pay the
Exercise Price in either of the following forms or, at the election of
Holder, a combination thereof:

(a)  through a cash exercise (a "Cash Exercise") by delivering immediately
     available funds, or

(b)  if all of the Warrant Shares issuable hereunder are not then eligible
     for resale pursuant to an effective Registration Statement, through a
     cashless exercise (a "Cashless Exercise") by surrendering this Warrant
     to the Company and noting on the Exercise Notice that the Holder wishes
     to effect a Cashless Exercise, in which event the Company shall issue to
     the Holder the number of Warrant Shares determined as follows:

                                    Page-4

             X = Y x (A-B)/A

     where:  X = the number of Warrant Shares to be issued to the Holder;

             Y = the number of Warrant Shares with respect to which this
                 Warrant is being exercised;

             A = the Market Price (as defined in the Debenture) on the
                 Exercise Date; and

             B = the Exercise Price.

For purposes of Rule 144, it is intended and acknowledged that the Warrant
Shares issued in a Cashless Exercise transaction shall be deemed to have been
acquired by the Holder, and the holding period for the Warrant Shares
required by Rule 144 shall be deemed to have been commenced, on the Issue
Date.

6.  Anti-Dilution Adjustments; Distributions; Other Events. The Exercise
Price and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 6.  In the event
that any adjustment of the Exercise Price or the number of Warrant Shares as
required herein results in a fraction of a cent or fraction of a share, as
applicable, such Exercise Price or number of Warrant Shares shall be rounded
up or down to the nearest cent or share, as applicable.

(a)  Adjustment of Exercise Price upon Certain Issuances of Common Stock. In
     the event that the Company (A) issues Common Stock, whether upon the
     exercise of rights, warrants, securities convertible or exercisable into
     Common Stock ("Convertible Securities") or otherwise, at a price per
     share that is lower than the Exercise Price then in effect, or (B)
     issues Convertible Securities with a conversion price, exercise price or
     exchange ratio, that is lower than the Exercise Price, the Exercise
     Price shall be reduced to such lower price. In the event that the
     Company (A) issues Common Stock, whether upon the exercise of
     Convertible Securities or otherwise, or (B) issues Convertible
     Securities with a conversion price, exercise price or exchange ratio, in
     the case of either (A) or (B), that is lower than the Market Price (but
     not lower than the Exercise Price, in which case the immediately
     preceding sentence shall apply), the Exercise Price shall be reduced to
     a price determined by multiplying the Exercise Price in effect
     immediately prior to such issuance by a fraction, (i) the numerator of
     which is an amount equal to the sum of (x) the number of shares of
     outstanding (not including any shares of Common Stock held in the
     treasury of the Company) immediately prior to the such issuance, plus
     (y) the quotient of the aggregate consideration (if any) received by the
     Company upon such issuance divided by the Market Price in effect
     immediately prior to such issuance, and (ii) the denominator of which is
     the total number of shares of Common Stock Deemed Outstanding
     immediately after such issuance.  "Common Stock Deemed Outstanding"
     shall mean the number of shares of Common Stock actually outstanding
     excluding any shares of Common Stock held in the treasury of the
     Company, but which shall include, in the case where any such issuance

                                    Page-5

     comprises the issuance of Convertible Securities, the maximum total
     number of shares of Common Stock issuable upon the exercise of the
     Convertible Securities for which the adjustment is required. No further
     adjustment of the Exercise Price shall be made pursuant to this
     paragraph (a) upon the actual issuance of Common Stock pursuant to such
     Convertible Securities, unless the price at which such issuance is
     effected is less than the price used to make such adjustment, in which
     case the Exercise Price shall be adjusted as though such lesser price
     had been in effect as of the date on which such Convertible Securities
     were issued.

(b)  Subdivision or Combination of Common Stock.  If the Company, at any time
     after the Issue Date, subdivides (by any stock split, stock dividend,
     recapitalization, reorganization, reclassification or otherwise) its
     shares of Common Stock into a greater number of shares, then after the
     date of record for effecting such subdivision, the Exercise Price in
     effect immediately prior to such subdivision will be proportionately
     reduced.  If the Company, at any time after the initial issuance of this
     Warrant, combines (by reverse stock split, recapitalization,
     reorganization, reclassification or otherwise) its shares of Common
     Stock into a smaller number of shares, then, after the date of record
     for effecting such combination, the Exercise Price in effect immediately
     prior to such combination will be proportionally increased.

(c)  Distributions.  If the Company or any of its Subsidiaries shall at any
     time distribute to holders of Common Stock (or to a holder, other than
     the Company, of the common stock of any such Subsidiary) cash, evidences
     of indebtedness or other securities or assets including any dividend or
     distribution in shares of capital stock of a Subsidiary of the Company
     (collectively, a "Distribution") then, in any such case, the Holder of
     this Warrant shall be entitled to receive, at the same time as such
     assets are received by a holder of such stock, at the option of the
     Holder, (A) an amount and type of such Distribution as though the Holder
     were a holder on the record date therefor of a number of shares of
     Common Stock into which this Warrant is exercisable as of such record
     date (such number of shares to be determined at the Exercise Price then
     in effect and without regard to any limitation on exercise of this
     Warrant that may exist pursuant to the terms hereof or otherwise) and
     (B) a reduction in the Exercise Price as of the record date for such
     Distribution, such reduction to be effected by reducing the Exercise
     Price in effect on the Business Day immediately preceding such record
     date by an amount equal to the fair market value of the assets so
     distributed divided by the number of shares of Common Stock to which
     such Distribution is made, such fair market value to be reasonably
     determined in good faith by the Company's Board of Directors.

                                    Page-6

(d)  Major Transactions.  In the event of a merger, consolidation, business
     combination, tender offer, exchange of shares, recapitalization,
     reorganization, redemption or other similar event, as a result of which
     shares of Common Stock of the Company shall be changed into the same or
     a different number of shares of the same or another class or classes of
     stock or securities or other assets of the Company or another entity or
     the Company shall sell all or substantially all of its assets (each of
     the foregoing being a "Major Transaction"), then the holder of this
     Warrant may, at its option, either (a) in the event that the Common
     Stock remains outstanding or holders of Common Stock receive any common
     stock or substantially similar equity interest, in each of the foregoing
     cases which is publicly traded, retain this Warrant and this Warrant
     shall continue to apply to such Common Stock or shall apply, as nearly
     as practicable, to such other common stock or equity interest, as the
     case may be, or (b) receive consideration, in exchange for this Warrant
     upon the surrender thereof (without payment of any exercise price
     hereunder), equal to the greater of, as determined in the sole
     discretion of the Holder, (i) the number of shares of stock or
     securities or property of the Company, or of the entity resulting from
     such Major Transaction (the "Major Transaction Consideration"), to which
     a holder of the number of shares of Common Stock delivered upon the
     exercise of this Warrant (pursuant to the Cashless Exercise feature
     hereof) would have been entitled upon such Major Transaction had the
     Holder so exercised this Warrant (without regard to any limitations on
     exercise herein or elsewhere contained) on the Trading Date immediately
     preceding the public announcement of the transaction resulting in such
     Major Transaction and had the Holder been the holder of record of such
     Common Stock at the time of the consummation of such Major Transaction,
     and (ii) cash paid by the Company in immediately available funds in an
     amount equal to the product of the (x) Market Price (as defined in the
     Debenture) calculated as of the date of the public announcement of the
     transaction resulting in such Major Transaction, and (y) the maximum
     number of Warrant Shares issuable to the Holder upon a Cashless Exercise
     of the Warrant as of such date (without regard to any limitations on
     exercise herein contained), and the Company shall make lawful provision
     for the foregoing as a part of such Major Transaction.

(e)  Adjustments; Additional Shares, Securities or Assets.  In the event that
     at any time, as a result of an adjustment made pursuant to this
     paragraph 6, the Holder of this Warrant shall, upon exercise of this
     Warrant, become entitled to receive securities or assets (other than
     Common Stock) then, wherever appropriate, all references herein to
     shares of Common Stock shall be deemed to refer to and include such
     shares and/or other securities or assets; and thereafter the number of
     such shares and/or other securities or assets shall be subject to
     adjustment from time to time in a manner and upon terms as nearly
     equivalent as practicable to the provisions of this paragraph 6. Any
     adjustment made herein that results in a decrease in the Exercise Price
     shall also effect a proportional increase in the number of shares of
     Common Stock into which this Warrant is exercisable.

                                    Page-7

(f)  Exceptions to Adjustment of Exercise Price.  No adjustment to the
     Exercise Price will be made pursuant to this Section 6 (i) upon the
     exercise of any warrants, options or convertible securities granted,
     issued and outstanding on the date hereof (except in the case where the
     price at which such warrant, option or security is exercised has
     decreased since the date hereof as a result of a reset, anti-dilutive
     adjustment or similar occurrence); (ii) upon the grant or exercise of
     any stock or options which may hereafter be granted or exercised under
     any employee benefit plan, stock option plan or restricted stock plan of
     the Company now existing or to be implemented in the future, so long as
     the issuance of such stock or options is approved by a majority of the
     Board of Directors of the Company; (iii) upon the exercise of this
     Warrant or any portion thereof by any holder; (iv) upon the issuance of
     securities pursuant to a firm-commitment, fixed-price underwritten
     offering; and (v) upon the issuance of securities in connection with a
     strategic investment made by the Company or a third party, the primary
     purpose of which is not the raising of equity capital; provided, that
     any and all such issuances do not exceed, in the aggregate, five percent
     (5%) of the Common Stock outstanding as of the Issue Date.
     Notwithstanding the foregoing, no adjustment to the Exercise Price shall
     be required unless such adjustment would require an increase or decrease
     of at least one percent (1%) in such price; provided, however, that any
     adjustments to the Exercise Price by reason of this clause that are not
     made shall be carried forward and taken into account in any subsequent
     adjustment of the Exercise Price that is required to be made under this
     Warrant.

7.  Fractional Interests.

No fractional shares or scrip representing fractional shares shall be
issuable upon the exercise of this Warrant, but on exercise of this Warrant,
the Holder hereof may purchase only a whole number of shares of Common Stock.
If, on exercise of this Warrant, the Holder hereof would be entitled to a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, such fractional share shall be disregarded and the number of
shares of Common Stock issuable upon exercise shall be rounded up or down to
the nearest whole number of shares of Common Stock.

8.  Transfer of this Warrant.

The Holder may sell, transfer, assign, pledge or otherwise dispose of this
Warrant, in whole or in part, as long as such sale or other disposition is
made in the pursuant to an effective registration statement or an exemption
to the registration requirements of the Securities Act.  Upon such transfer
or other disposition, the Holder shall deliver a written notice to the
Company, substantially in the form of the Transfer Notice attached hereto as
Exhibit B (the "Transfer Notice"), indicating the person or persons to whom
this Warrant shall be transferred and, if less than all of this Warrant is
transferred, the number of Warrant Shares to be covered by the part of this
Warrant to be transferred to each such person. Within three (3) Business Days
of receiving a Transfer Notice and the original of this Warrant, the Company
shall deliver to the each transferee designated by the Holder a Warrant or
Warrants of like tenor and terms for the appropriate number of Warrant Shares
and, if less than all this Warrant is transferred, shall deliver to the
Holder a Warrant for the remaining number of Warrant Shares.

                                    Page-8

9.  Benefits of this Warrant.

This Warrant shall be for the sole and exclusive benefit of the Holder of
this Warrant and nothing in this Warrant shall be construed to confer upon
any person other than the Holder of this Warrant any legal or equitable
right, remedy or claim hereunder.

10.  Loss, theft, destruction or mutilation of Warrant.

Upon receipt by the Company of evidence of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction)
of indemnity reasonably satisfactory to the Company, and upon surrender of
this Warrant, if mutilated, the Company shall execute and deliver a new
Warrant of like tenor and date.

11.  Notice or Demands.

Any notice, demand or request required or permitted to be given by the
Company or the Holder pursuant to the terms of this Warrant shall be in
writing and shall be deemed delivered (i) when delivered personally or by
verifiable facsimile transmission, unless such delivery is made on a day that
is not a Business Day, in which case such delivery will be deemed to be made
on the next succeeding Business Day and (ii) on the next Business Day after
timely delivery to an overnight courier, addressed as follows:

If to the Company:

Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, CO 80921
Attn:   Chief Financial Officer
Tel:  (719) 481-7000
Fax:  (719) 481-9294

with a copy to:

Jones Day
555 South Flower Street
Fiftieth Floor
Los Angeles, California 90071
Attn:  John A. St. Clair, Esq.
Tel:  (213) 243-2421
Fax:  (213) 243-2539

and if to the Holder, to such address as shall be designated by the Holder in
writing to the Company.

                                    Page-9

12.  Applicable Law.

This Warrant is issued under and shall for all purposes be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within the State of New York.

IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the 20th
day of November 2006.

RAMTRON INTERNATIONAL CORPORATION

/s/ Eric A. Balzer
- ---------------------------------
By:   Eric A. Balzer
Name:  Eric A. Balzer
Title:  Chief Financial Officer

                                    Page-10

                              EXHIBIT A to WARRANT

                                 EXERCISE NOTICE

The undersigned Holder hereby irrevocably exercises the right to purchase
- ----------------- of the shares of Common Stock ("Warrant Shares") of RAMTRON
INTERNATIONAL CORPORATION evidenced by the attached Warrant (the "Warrant").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.

1.  Form of Exercise Price.  The Holder intends that payment of the Exercise
    Price shall be made as:

    ------ a Cash Exercise with respect to ---------------- Warrant Shares;
    and/or

    ------ a Cashless Exercise with respect to ------------------ Warrant
    Shares, as permitted by Section 5(b) of the attached Warrant.

2.  Payment of Exercise Price.  In the event that the Holder has elected a
Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the Holder shall pay the sum of $----------------- to the
Company in accordance with the terms of the Warrant.

Date:

- ------------------------------------
Name of Registered Holder

By:  -------------------------------
       Name:
       Title:

                                    Page-11

                               EXHIBIT B to WARRANT

                                 TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby
sells, assigns and transfers unto the person or persons named below the right
to purchase ----------- shares of the Common Stock of RAMTRON INTERNATIONAL
CORPORATION evidenced by the attached Warrant.


Date: ------------------------

- -------------------------------
Name of Registered Holder

By:  --------------------------
     Name:
     Title:

Transferee Name and Address:

- ----------------------------
- ----------------------------
- ----------------------------

                                    Page-12

EX-10

Exhibit 10.50

        THIRD Amendment to AMENDED AND RESTATED Loan and Security Agreement

THIS THIRD AMENDMENT to the Amended and Restated Loan and Security Agreement
(this "Amendment") is entered into this 29th day of December 2006, by and
between Silicon Valley Bank ("Bank") and Ramtron International Corporation, a
Delaware corporation ("Borrower") whose address is 1850 Ramtron Drive,
Colorado Springs, Colorado  80921.

                                  Recitals

A.  Bank and Borrower have entered into that certain Amended and Restated
Loan and Security Agreement dated as of September 14, 2005, as amended by
that certain Loan Modification Agreement by and between Bank and Borrower
dated as of December 30, 2005, and further amended by that certain Second
Amendment to Loan and Security Agreement by and between Bank and Borrower
dated as of May 15, 2006 (as the same may from time to time be further
amended, modified, supplemented or restated the "Loan Agreement").

B.  Bank has extended credit to Borrower for the purposes permitted in the
Loan Agreement.

C.  Borrower has requested that Bank amend the Loan Agreement to (i) remove
the Maximum Capital Expenditure allowance of $1,300,000 for the trailing
twelve (12) month basis, (ii) remove the covenant that limits investments in
Goal Semiconductor Inc., and (iii) modify or clarify the Debt Service
Coverage Covenant.

D.  Bank has agreed to so amend certain provisions of the Loan Agreement, but
only to the extent, in accordance with the terms, subject to the conditions
and in reliance upon the representations and warranties set forth below.

                                  Agreement

Now, Therefore, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:

1.  Definitions.  Capitalized terms used but not defined in this Amendment
shall have the meanings given to them in the Loan Agreement.

2.  Amendments to Loan Agreement.

    2.1  Section 7.10 (Capital Expenditures).  Section 7.10 of the Amended
         and Restated Loan and Security Agreement is deleted in its entirety.

                                    Page-1

    2.2  Section 13.1 (Definitions).  Section 13.1 of the Amended and
         Restated Loan and Security Agreement is amended by deleting in its
         entirety, the definition of "EBITDA" and replacing it with the
         following definition:

         "EBITDA" is, with respect to the Borrower and its Subsidiaries for
         the trailing twelve months period ending on the date of computation,
         thereof, the sum of, without duplication 1) net income (exclusive of
         any extraordinary gains or losses or any non cash gains or losses
         including the expensing of stock options), 2) interest expense, 3)
         taxes on income, 4) amortization, and 5) depreciation, all
         determined on a consolidated basis in accordance with GAAP.

    2.3  Section 3.1 (Definitions).   Section 3.1 of the Loan Modification
         Agreement is amended by deleting in its entirety, the definition of
         "Debt Service" and replacing it with the following definition:

         "Debt Service" means, as of the last day of each fiscal quarter of
         Borrower and its Subsidiaries on a consolidated basis, principal due
         within twelve (12) months after such day, and interest on
         Indebtedness for the current fiscal quarter calculated on an
         annualized basis.

    2.4  Section 3.3(d) (Debt Service Coverage Ratio).  The definition of
         Debt Service Coverage Ratio as defined Section 3.3(d) of the Loan
         Modification Agreement is amended as follows, provided that the
         following definition shall be effective only from and after
         November 30, 2006:

         "Debt Service Coverage Ratio" means EBITDA divided by (/) Debt
         Service, as these terms are defined in Sections 2.2 and 2.3 of this
         Amendment.

    2.5  Section 4 (Investments in Goal Semiconductor Inc.).  Section 4 of
         the Loan Modification Agreement is deleted in its entirety, along
         with the proviso regarding Goal Semiconductor Inc. contained in
         Section 7.6 of Amended and Restated Loan and Security Agreement.

3.  Limitation of Amendments.

    3.1  The amendments set forth in Section 2 above, are effective for the
         purposes set forth herein and shall be limited precisely as written
         and shall not be deemed to (a) be a consent to any amendment, waiver
         or modification of any other term or condition of any Loan Document,
         or (b) otherwise prejudice any right or remedy which Bank may now
         have or may have in the future under or in connection with any Loan
         Document.

    3.2  This Amendment shall be construed in connection with and as part of
         the Loan Documents and all terms, conditions, representations,
         warranties, covenants and agreements set forth in the Loan
         Documents, except as herein amended, are hereby ratified and
         confirmed and shall remain in full force and effect.

                                    Page-2

4.  Representations and Warranties.  To induce Bank to enter into this
Amendment, Borrower hereby represents and warrants to Bank as follows:

    4.1  Immediately after giving effect to this Amendment (a) the
         representations and warranties contained in the Loan Documents are
         true, accurate and complete in all material respects as of the date
         hereof (except to the extent such representations and warranties
         relate to an earlier date, in which case they are true and correct
         as of such date), and (b) no Event of Default has occurred and is
         continuing;

    4.2  Borrower has the power and authority to execute and deliver this
         Amendment and to perform its obligations under the Loan Agreement,
         as amended by this Amendment;

    4.3  The organizational documents of Borrower delivered to Bank on
         September 14, 2005 remain true, accurate and complete and have not
         been amended, supplemented or restated and are and continue to be in
         full force and effect;

    4.4  The execution and delivery by Borrower of this Amendment and the
         performance by Borrower of its obligations under the Loan Agreement,
         as amended by this Amendment, have been duly authorized;

    4.5  The execution and delivery by Borrower of this Amendment and the
         performance by Borrower of its obligations under the Loan Agreement,
         as amended by this Amendment, do not and will not contravene (a) any
         law or regulation binding on or affecting Borrower, (b) any
         contractual restriction with a Person binding on Borrower, (c) any
         order, judgment or decree of any court or other governmental or
         public body or authority, or subdivision thereof, binding on
         Borrower, or (d) the organizational documents of Borrower;

    4.6  The execution and delivery by Borrower of this Amendment and the
         performance by Borrower of its obligations under the Loan Agreement,
         as amended by this Amendment, do not require any order, consent,
         approval, license, authorization or validation of, or filing,
         recording or registration with, or exemption by any governmental or
         public body or authority, or subdivision thereof, binding on either
         Borrower, except as already has been obtained or made; and

    4.7  This Amendment has been duly executed and delivered by Borrower and
         is the binding obligation of Borrower, enforceable against Borrower
         in accordance with its terms, except as such enforceability may be
         limited by bankruptcy, insolvency, reorganization, liquidation,
         moratorium or other similar laws of general application and
         equitable principles relating to or affecting creditors' rights.

5.  Counterparts.  This Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.

                                    Page-3

6.  Effectiveness.    This Amendment shall be deemed effective upon (a) the
due execution and delivery to Bank of this Amendment by each party hereto,
(b) Borrower's payment of an amendment fee in an amount equal to $5,000.00,
and (c) Bank's receipt of the Guaranty of Ramtron Canada, substantially in
the form submitted with this Amendment, duly executed and delivered by the
Guarantor.

In Witness Whereof, the parties hereto have caused this Amendment to be duly
executed and delivered as of the date first written above.

BANK                                 BORROWER

Silicon Valley Bank                  Ramtron International Corporation


/s/ Cindy Schatz                     /s/ Eric A. Balzer
- -----------------------             --------------------------
Cindy Schatz                         Eric A. Balzer
Title:  Relationship Manager         Title:  CFO

                                    Page-4

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
February 12, 2007, with respect to the consolidated balance sheets of Ramtron
International Corporation as of December 31, 2006 and 2005, and the related
consolidated statements of operations and comprehensive income (loss),
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2006, and the related financial statement schedule,
which report appears in the December 31, 2006 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-8            333-133760             Stock Option Plan
S-3            333-139478             Resale Registration

Our report on the consolidated financial statements referred to above refers
to Ramtron International Corporation's adoption of Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment, effective January 1,
2006.

                                        /s/ KPMG LLP
                                        -------------
                                        KPMG LLP
Denver, Colorado
February 12, 2007
                                    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:  February 16, 2007

                                    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:  February 16, 2007

                                    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, 2006, 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, 2006, 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,
         2006, 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

February 16, 2007

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, 2006, 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, 2006, 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,
         2006, 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)

February 16, 2007

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