Exhibit 10.31


December 12, 2001



Ms. LuAnn D. Hanson
385 Palm Springs Drive
Colorado Springs, Colorado  80908

Dear Ms. Hanson:

I am pleased to confirm Ramtron's extension of your employment contract for
your continuation in the position of Chief Financial Officer and Vice
President of Finance of Ramtron International Corporation.

The following are the essential points of our arrangement:

1.  Your salary shall be $165,000.00 annually, paid semi-monthly.

2.  The terms and conditions of the contract entered into between you and
    Ramtron dated February 2, 2001 shall remain the same with the contract
    term ending December 31, 2003.

3.  It is understood that your current stock option allotment will continue to
    be priced and vest at their existing rates.

I very much look forward to your continued employment with Ramtron and feel
your leadership will be significant in achieving our overall objectives.

Please sign and return one of the originals of this extension offer indicating
your acceptance.

Sincerely,                         I accept this offer.


/S/ William W. Staunton, III        /S/ LuAnn D. Hanson
----------------------------        --------------------------
William W. Staunton, III            LuAnn D. Hanson
Chief Executive Officer             Chief Financial Officer and
                                    Vice President of Finance

WWS/klb

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