UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                                   FORM 10-Q/A

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

      For the quarterly period ended     September 30, 2001

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

      For the transition period from           to
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Commission File Number     0-17739

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

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

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

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

Indicate by check mark whether 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 period that registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes /X/   No  / /

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.01 Par Value - 22,080,207 as of November 9, 2001.



                         EXPLANATORY NOTE

We are filing this amendment to our Quarterly Report on Form 10-Q, originally
filed with the Securities and Exchange Commission on November 13, 2001, solely
for the purpose of amending Exhibit 10.1* under Item 6 of Part II.

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ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

      Exhibit 10.1*   Joint Development and License Agreement between
                      the Registrant and Texas Instruments dated August 14,
                      2001.

*  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.

(b)  Reports on Form 8-K

     On August 24, 2001, the Registrant filed a report on Form 8-K.  The items
     reported were Item 5 - "Other Events" and Item 7 - "Financial Statements
     and Exhibits."

                                  SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         RAMTRON INTERNATIONAL CORPORATION
                                         (Registrant)

August 2, 2002                           /S/ LuAnn D. Hanson
                                         -------------------------
                                          LuAnn D. Hanson
                                          Chief Financial Officer
                                          (Principal Accounting Officer)

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