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, 1996

/   /  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 Class)

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 and (2) has been subject to such filing
requirements for the past 90 days. Yes  / X /  No  /   /

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.  /   /

As of March 21, 1997, 36,996,742 shares of the Registrant's Common
Stock were outstanding.  The aggregate market value of Registrant's Common
Stock held by non-affiliates (based upon the average bid and ask prices of the
Common Stock, as reported on the Nasdaq National Market system on March 21,
1997) was approximately $103,300,000.

                      DOCUMENTS INCORPORATED BY REFERENCE

The registrant's definitive proxy statement (the "Proxy Statement") to be
prepared pursuant to Schedule 14A and filed in connection with solicitation of
proxies for its Annual Meeting of Stockholders, to be held on May 29, 1997, is
incorporated by reference into Part III of this Annual Report on Form 10-K.


PART I

Item 1.   BUSINESS

                                 THE COMPANY

Ramtron International Corporation and its subsidiaries ("Ramtron" or the
"Company") are engaged primarily in the design, development, manufacture and
sale of specialty high performance semiconductor memory devices.  Ramtron has
two product lines, ferroelectric nonvolatile random access memory (FRAM
(registered trademark)) products and high-speed DRAM (dynamic random access
memory) products, called Enhanced-DRAM (EDRAM) products.  A glossary of
certain technical terms can be found on page 17.

The Company was incorporated in Delaware under the name of Amtec Securities
Corporation in January 1984.  Its name was changed to Ramtron International
Corporation in January 1988.  The Company's principal executive offices are
located at 1850 Ramtron Drive, Colorado Springs, Colorado 80921, and its
telephone number is (719) 481-7000.

The Company has two wholly owned subsidiaries, Enhanced Memory Systems, Inc.
("EMS"), which was established in May 1995, and Ramtron Kabushiki Kaisha
("Ramtron K.K."), which was established in July 1996.  The Company formed EMS
to operate its EDRAM business.  The Company formed Ramtron K.K. to perform
sales and marketing functions within Japan for the Company's products and to
act as a liaison between the Company and its Japan alliance partners.  To
date, Ramtron K.K. has had limited operations.

Discussion of certain matters contained in this Annual Report on Form 10-K may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"), and as such, may
involve risks and uncertainties.  These forward-looking statements relate to,
among other things, expectations of the business environment in which Ramtron
operates, projections of future performance, perceived opportunities in the
market and statements regarding the Company's mission and vision.  The
Company's actual results, performance and achievements may differ materially
from the results, performance and achievements expressed or implied in such
forward-looking statements.  For a discussion of some of the factors that
might cause such a difference, see "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Expected Future
Results of Operations."  From time to time, the Company details other risks
with respect to its business and financial results and conditions in its
filings with the Commission.

                                FRAM PRODUCTS

BACKGROUND

Ramtron's FRAM technology integrates ferroelectric materials with standard
semiconductor chip design and manufacturing technology to provide read/write
and nonvolatile memory products with unique performance characteristics and
properties.  Ramtron's FRAM devices combine data nonvolatility with the
benefits of random access memory (RAM) devices including a high number of read
and write cycles, high speed for both read and write functions and low power
requirements.

The Company believes that its FRAM technology is a departure from standard
chip technology.  In the late 1960's and 1970's, the U.S. integrated circuit
industry revolutionized electronics with a series of radically new chip
products including DRAMs, SRAMs, ROMs, EPROMs, EEPROMs, MCUs
(microcontrollers), MPUs (microprocessors), bubble memories, and bipolar, MOS
and CMOS process technologies.  In the 1980's and 1990's, the chip industry
has been principally characterized by improvements in manufacturing
technologies, not technology pioneering.  In this evolutionary environment,
the Company believes that the performance characteristics of its FRAM chips
could enable it to address substantial opportunities by replacing existing
chip products if the Company could produce sufficient quantities at
commercially competitive densities and cost.  Ramtron first demonstrated a
256-bit working FRAM prototype in 1987 and, in 1992, began its first
commercial sales of 4-kilobit (4K) FRAM devices.  Commercial 16K FRAM devices
were introduced by the Company in 1994, the same year the Company entered into
an agreement with Hitachi to jointly develop higher density FRAM products
initially with a density of 256K.  In 1995, the Company introduced prototypes
of its first 64K FRAM product.

Semiconductor memories are divided into two classes, volatile and nonvolatile.
Volatile devices require continuous application of power to retain data while
nonvolatile memories do not.  Volatile memories are typically random access
memory ("RAM") while most nonvolatile memories are a form of read only memory
("ROM").  Each category has different benefits and disadvantages and
consequently are not interchangeable.  It is not uncommon to find both
categories used within the same system.

DRAMs are the most common memory device because of their flexibility, large
capacity and low manufacturing cost.  DRAMs are primarily used as the main
memory in general purpose computers for temporary storage of programs and data
while the system is powered.  Nonvolatile memories are used to store programs
and data for fixed purpose computers where the memory changes infrequently.

Manufacturers of electronic products, in particular, portable systems, desire
a semiconductor memory solution that can cost-effectively provide both the
read/write capabilities of RAM with the nonvolatility of ROM.  Characteristics
of an ideal memory include:  (i) fast read/write speed; (ii) ability to endure
a high number of read/writes; (iii) nonvolatility; (iv) cost effectiveness;
(v)  minimal power consumption; (vi) high density and (vii) minimal form
factor.  There currently are no memory products in the market that provide a
solution for customers that require all of these benefits.  To address the
inherent limitations of RAMs and ROMs, various combinations of the two are
used in most electronic systems to accomplish an acceptable level of memory
storage, data access and cost.  Such product combinations and design
strategies often result in increased manufacturing and assembly costs, reduced
performance and/or product limitations.  Current alternative nonvolatile
products on the market include:

     EEPROM, which can be erased and reprogrammed electrically within the
system, but has limited writes (in the thousands), needs substantial power to
perform a write function and is very slow to reprogram.

     Integrated Battery Backed Static RAM ("BBSRAM"), which is a volatile SRAM
device coupled with a lithium battery which maintains power to the SRAM when
system power is absent.  This device provides high-speed read/write rates and
nonvolatile memory storage, but the relatively large size of the SRAM memory
cell and the attached battery render the device expensive and bulky for
installation on a board, and the reliability of batteries cannot be adequately
tested prior to installation.

     Nonvolatile RAM ("NVRAM"), which consists of an SRAM and an EEPROM
incorporated in a single semiconductor device.  This enables the device to
provide both the high-speed read/write rates and read/write endurance typical
of SRAM and the nonvolatile memory retention of EEPROM.  However, the
complexity of NVRAM devices and the relatively high power and slow write from
the SRAM to the EEPROM before power is lost make it too costly and unreliable
for most commercial applications.

     Flash Memory is an alternative to future FRAM products with 256-kilobits
and greater density.  Flash memory offers the reprogrammability of EEPROM and,
because it uses a smaller memory cell than EEPROM, may cost less to
manufacture.  However, it requires high power to write, is slow to reprogram
and has limited writes similar to an EEPROM.

CHARACTERISTICS OF FRAM PRODUCTS

Ramtron's FRAM products provide in a single component the high-speed
read/write characteristics and efficiencies of RAM with the nonvolatile memory
storage capability of ROM.  By integrating the nonvolatile properties of its
ferroelectric materials with an industry standard CMOS semiconductor memory
manufacturing process, Ramtron has produced component-level nonvolatile RAM
products.  The nonvolatile storage element in FRAM memories is a capacitor
that is integrated between the transistor and metalization layers of a typical
CMOS manufacturing process and is constructed from a thin film ferroelectric
between two metal electrodes.  Ferroelectric materials inherently function in
a nonvolatile manner within a semiconductor memory device because they become
polarized when an electric field is applied and remain polarized after the
electric field is removed.  Reversing the field causes spontaneous
polarization in the opposite direction.  The positive or negative state of the
material can be sensed by the interaction of an applied electric field with
the material's polarization, thereby allowing for the storage of binary
digital information.  Notwithstanding the theoretical simplicity of
nonvolatile ferroelectric memories, it has taken Ramtron over eight years to
be the first company to produce such memories in commercial volumes.  High-
density FRAM memories, if they can be developed and commercially produced in a
timely and cost-effective manner, have the potential to impact significantly
the semiconductor memory industry.  The advantages of Ramtron's FRAM products
include:

     Fast write time.  Because a FRAM device works by polarization rather than
stored-charge, it has very fast write speeds measured in nanoseconds
(billionths of a second) rather than milliseconds for EEPROMs or Flash
memories.

     High write endurance.  FRAM products deliver more than 10 billion
read/write cycles.

     Nonvolatile retention.  FRAM products can retain data without a power
source for as much as ten years under normal operating conditions.

     Small form factor.  Batteries, extra transistors, sockets or add-on
devices are unnecessary since nonvolatility is inherent in the ferroelectric
material.

     Minimal power.  FRAM devices have extremely low power demands (2 to 20
times less active current than alternative nonvolatile solutions) and require
less standby current.

The manufacturing costs of FRAM products are presently higher than those of
competing products.  The Company and its strategic alliance partners are
working to reduce such manufacturing costs and, because of FRAM compatibility
with CMOS semiconductor manufacturing and the mask design of FRAM chips, the
Company believes that FRAM products are capable of being mass produced on a
cost-effective basis.

STRATEGY FOR FRAM PRODUCTS

To date, Ramtron has focused on the development and commercialization of low-
density (up to 64 kilobits) FRAM products, although the Company is also
pursuing the development of high-density (256 kilobits and above) FRAM
products through strategic alliances.  Key elements of the Company's strategy
are summarized below.

INCREASE INTERNAL PRODUCTION CAPACITY FOR DIFFERENTIATED PRODUCTS.  Ramtron is
currently pursuing a number of design and process improvements that will
increase its manufacturing output and lower its cost structure.  This capacity
will be used to develop high margin niche products that will complement the
higher volume commodity capacity from the Company's alliance partners.  Based
on the acceptance of FRAM products in a variety of sectors including consumer
electronics, industrial, medical, and telecommunications, the Company
perceives a range of product opportunities that may be unattractive to its
alliance partners, because they require relatively small volumes.

DEVELOP A COMPLEMENTARY MARKET POSITION.  In the past, the Company's marketing
efforts have included a focus on the replacement of EEPROMs in existing
applications.  With the emergence of higher density products, the Company
feels it is prudent to shift the marketing strategy to one that supports both
new proprietary products as well as those products fabricated by its alliance
partners.  This position focuses on the benefits of FRAM products in bridging
the functions of ROM and RAM type memories.

PURSUE STRATEGIC DEVELOPMENT AND MANUFACTURING ALLIANCES.  To gain access to
advanced CMOS manufacturing processes and facilities, Ramtron has entered into
manufacturing alliances and licensing agreements for FRAM products with
certain well capitalized companies having or constructing advanced memory
products manufacturing capability, including Rohm, Hitachi, Toshiba and
Fujitsu.  Since the purchase or construction of an advanced manufacturing
facility capable of mass producing memory devices would require a capital
outlay well beyond the Company's current capital resources, the Company
believes that the most suitable alternative is this strategic-alliance
approach which the Company believes will enable it to develop, manufacture and
sell FRAM products more rapidly and cost-effectively than any other available
alternative.  Ramtron's intention is to utilize current and future alliance
relationships as foundry sources for FRAM products in order to provide the
Company with low-cost, high-volume, high-quality FRAM products for resale to
customers.

HITACHI.  In May 1992, the Company entered into an agreement with Hitachi Ltd.
("Hitachi") to determine the feasibility of developing and manufacturing high-
density FRAM products.  After completion of the feasibility study, Ramtron and
Hitachi expanded their relationship in April 1994 by entering into a five-year
agreement to develop jointly standard high-density FRAM products, initially
with a density of 256 kilobits and later with densities of 1 megabit and
4 megabits.  In September 1995, the agreement was amended to cover also the
development of FRAM embedded products other than standard memory devices.  The
co-development programs for the 1-megabit and 4-megabit FRAM products are
subject to successful commercial development of 256-kilobit FRAM products.
The initial joint development of a 256-kilobit FRAM product involves
evaluation, testing and completion of design, pilot fabrication at Hitachi's
facilities and qualification for commercialization of the 256-kilobit FRAM
products.  Each party has agreed to bear its own development costs.  The
Company and Hitachi announced in September 1996, that Hitachi would begin
sample shipments of 256-kilobit FRAM memories during the fourth quarter of
1996 with volume production beginning during the first half of 1997.  The
expected timing of commencement of volume production has been delayed from
those previously reported due to process modifications surrounding the
transfer of the FRAM processing technology from the Company's fabrication
facility in Colorado Springs to Hitachi's state-of-the-art manufacturing
facility in Japan.  The Company and Hitachi are presently in the
characterization and design modification stage of a 256-kilobit FRAM product
and final characterization for commercialization is expected to occur in the
first half of 1997.  After characterization is achieved, Hitachi is expected
to begin commercially manufacturing 256-kilobit FRAM products during the
second half of 1997, although the Company can give no assurances that Hitachi
will be able to achieve such manufacturing expectations in the time provided.
Under the joint development agreement, Ramtron granted Hitachi a nonexclusive,
worldwide, perpetual license to utilize Ramtron's FRAM technology to develop,
design, use and sell high-density FRAM products and Hitachi granted Ramtron a
similar license with respect to any high-density FRAM technology solely
developed and owned by Hitachi.  Jointly developed technology, and any related
patent rights, will be jointly owned.  Hitachi agreed to pay Ramtron fixed
license fees for its licensed rights.  Hitachi is also required to pay a
royalty on net sales to third parties of high-density FRAM products
manufactured by Hitachi, which royalty rate is fixed for five years from the
date of first shipment of 256-kilobit FRAM products by Hitachi and thereafter
is subject to the agreement of the parties.  Pursuant to the April 1994
agreement, the parties also agreed to discuss in the future a high-density
FRAM products foundry and underlayer CMOS wafer supply agreement pursuant to
which Hitachi would manufacture for and supply to Ramtron such products on
terms to be determined after Hitachi has established a fabrication facility
for high-density FRAM products.  The parties entered into a memorandum of
understanding (subject to the execution of definitive agreements) providing
that if Hitachi decides in its sole discretion to establish FRAM production
capacity for standard and non-standard FRAM products, then Ramtron is to be
allocated 25% to 33% of Hitachi's ferroelectric process capacity for standard
and non-standard FRAM products (up to a specified number of wafers per month),
subject to reaching agreement on business terms including price, delivery
schedule and quantities.

ROHM.  In April 1993, Ramtron and Rohm Company, Ltd. ("Rohm"), a Japanese
semiconductor company, agreed to cooperate in a multiphase alliance to expand
the market for low-density FRAM products.  In August 1994, Ramtron and Rohm
expanded their relationship to include certain licensing and manufacturing
arrangements to establish Rohm as a second-source manufacturer for low-density
FRAM products.  Under the current agreement, Rohm has agreed to manufacture
standard and custom low-density FRAM products and supply such FRAM products to
Ramtron.  Rohm is evaluating the Company's low-density FRAM products for

certain application-specific markets.  Ramtron has the right to purchase up to
30% of Rohm's capacity of production wafers for FRAM products, which Ramtron
may adjust upward or downward by 9% depending upon Ramtron's projected product
sales.  Rohm has been granted a nonexclusive, worldwide, perpetual license to
Ramtron's FRAM technology and improvements thereto to design, develop,
manufacture and sell FRAM products pursuant to a royalty arrangement with
Ramtron based on net sales to third parties, subject to certain limitations on
the quantity of FRAM product wafers Rohm may manufacture.  Rohm agreed to pay
license fees for the licensed rights, a portion of which have been paid and
the remainder of which are payable upon achievement of certain manufacturing
milestones.  In September 1995, the Company and Rohm jointly announced that
they agreed to the introduction of Ramtron's 16-kilobit FRAM product as the
standard design for the first generation of products to be built under their
alliance.  Under the arrangement as modified, in September 1995, Ramtron
agreed to provide Rohm with a design for the 16-kilobit FRAM product and to
grant Rohm nonexclusive, nontransferable, worldwide, perpetual, product
license and design rights for Ramtron's 16-kilobit FRAM products.  Such
license (including the right to manufacture and sell 16-kilobit FRAM products)
is subject to the limitations on manufacturing quantities described above.  In
addition, Ramtron agreed to grant to Rohm a similar unrestricted license to 4-
kilobit and 64-kilobit FRAM products upon completion of the design of such
products by Ramtron, in consideration for the payment of additional license
fees by Rohm.  The 64-kilobit FRAM design was transferred to Rohm in November
1996.  The Company has also expanded the definition of low-density FRAM
products pursuant to the original agreement with Rohm to include 256-kilobit
FRAM products.  The 16-kilobit FRAM product is currently being used to debug
the Rohm production line.  Rohm had announced in September 1996 that it would
begin sample shipments of FRAM memories in September 1996 with volume
production beginning during the fourth quarter of 1996.  Delays in this
original schedule have occurred as a result of Rohm's desire to integrate with
the Company's ferroelectric processes certain of their own ferroelectric
processing methods which they believe may improve the performance
characteristic of FRAM memories.  The Company expects that sample shipments of
FRAM product memories manufactured by Rohm will commence during the second
quarter of 1997 with volume production beginning in the second half of 1997,
although the Company can give no assurance that Rohm will be able to achieve
such manufacturing expectations in the time provided.

TOSHIBA.  In July 1995, the Company entered into a FRAM Technology License
Agreement with Toshiba Corporation ("Toshiba") for the design, development,
manufacture, use and sale of high-density FRAM products.  The agreement
provides for the transfer to Toshiba of certain FRAM technology developed and
owned by Ramtron. Under the agreement, Ramtron granted to Toshiba a
nonexclusive, worldwide, perpetual license to the FRAM technology,
improvements and related intellectual property rights to design, develop,
manufacture, use and sell FRAM products with 256 kilobits or greater
densities, and Toshiba granted to Ramtron a license to use Toshiba's
improvements in the FRAM technology.  The agreement has a term of ten years
and continuation of the agreement by Toshiba was subject to completion of a
joint feasibility study of the FRAM technology for Toshiba to determine the
feasibility of the implementation of FRAM technology into FRAM products.  The
feasibility study was completed in September 1996, and the parties are
currently conducting a compatibility study of the underlayers fabricated by
Toshiba and the capacitors fabricated by Ramtron.  The next milestone to be
achieved pursuant to the agreement is the first sale of engineering products
by Toshiba.  Toshiba also has the right to license the FRAM technology for use
in certain radio frequency identification ("RF/ID") devices after December 31,
1998.  Under the agreement, Toshiba is required to pay license fees, a
portion of which were paid and the remainder of which are payable upon

achievement of certain development and manufacturing milestones.  In addition,
Toshiba is required to pay additional lump-sum license fees upon achieving
certain product sales levels if it elects to exercise an option to receive
Ramtron's improvements on the FRAM technology developed after completion of
the feasibility study.  Toshiba is required to pay royalties to Ramtron based
on its net sales of FRAM products and the royalty rates payable are graduated
downward over a ten-year period.  The parties also agreed that, pursuant to a
separate agreement to be executed prior to Toshiba achieving commercial
manufacturing, Toshiba will manufacture and sell to Ramtron standard and other
FRAM products on terms to be agreed between the parties.

FUJITSU.  In December 1995, the Company and Fujitsu Limited ("Fujitsu")
entered into a FRAM Technology License Agreement.  The Company granted to
Fujitsu in that agreement a nonexclusive, worldwide, perpetual license to use
the FRAM technology to develop, manufacture, use and sell standard memory FRAM
products.  Upon execution of the agreement, Fujitsu paid to the Company an up-
front license fee.  The agreement provides for the Company to transfer to
Fujitsu FRAM technical information and data sufficient for Fujitsu to conduct
a feasibility study of the FRAM technology.  The successful completion of the
feasibility study occurred in June 1996, and Fujitsu and the Company are
conducting jointly a technical evaluation of the FRAM technology.  Upon the
successful completion of the evaluation, Fujitsu may elect to design and
develop with the Company 1-megabit or 16-megabit FRAM products or to proceed
with the design and development of FRAM products on its own.  The agreement
provides for Fujitsu to make additional license payments concurrently with
Fujitsu's commencement of the development of FRAM products and for Fujitsu to
make royalty payments based on its sales of FRAM products for a specified
period from the date of Fujitsu's first sale of FRAM products.  The agreement
also provides for the cross-license by Fujitsu and the Company of their
respective improvements in the FRAM technology and the joint ownership of
jointly developed technology.  The agreement further provides for the Company
and Fujitsu to enter into a foundry agreement during the design and
development phase as described above. The Company will have the right under
the foundry agreement for a specified period of time to purchase an agreed
portion of Fujitsu's monthly FRAM production capacity, subject to certain
limits. In August 1996, the Company and Fujitsu entered into an amendment to
the FRAM Technology License Agreement to include the use of such technology in
the development, manufacture and sale of embedded memory FRAM products (other
than in RF/ID applications).  The amendment provides for Fujitsu to make an
upfront license payment (which was made in December 1995), a payment upon the
completion of an embedded FRAM product evaluation (which evaluation is
currently being conducted) and royalty payments based on its sales of such
products and for Ramtron to have the right (under the foundry agreement to be
entered into between the Company and Fujitsu under the FRAM Technology License
Agreement) for a specified period of time to purchase an agreed portion of
Fujitsu's monthly production capacity for such products, subject to certain
limits.

SAMSUNG.  In December 1996, the Company and Samsung Electronics Co., Ltd.
("Samsung") entered into a FRAM License Agreement for the manufacture and sale
of FRAM products.  Under the agreement, Ramtron granted to Samsung a
worldwide, perpetual, nonexclusive, nontransferable, nonsublicensable, right
and license to use certain Ramtron intellectual property rights and
improvements in connection with the sale of FRAM Products, including RF/ID
devices, and Samsung granted to Ramtron a license to use Samsung's
improvements in the FRAM technology.  Under the agreement, Samsung is required
to pay license fees, a portion of which were paid and the remainder are to be

paid upon the first sale of product by Samsung or in December 1997, whichever
occurs earlier.  Samsung is required to pay royalties to Ramtron based on its
net sales of non-RF/ID FRAM products over a ten-year period commencing upon
the first commercial sale of FRAM products by Samsung.  Royalties payable to
Ramtron for RF/ID FRAM products are payable over the life of the Ramtron
intellectual property rights granted under the agreement.

SGS-THOMSON.  In February 1997, the Company and SGS-Thomson Microelectronics
SA ("SGS-Thomson") finalized a non-binding FRAM technology Memorandum of
Understanding (the "MOU").  Pursuant to the terms of the MOU, under Phase 1 of
the collaboration, Ramtron will process SGS-Thomson base silicon wafers using
proprietary ferroelectric technology to create CMOS 64-kilobit nonvolatile
FRAM memory devices.  Upon successful completion of integrating Ramtron's
technology with SGS-Thomson's manufacturing capability, both parties intend to
proceed with the second phase of the program, which includes certain
manufacturing and licensing initiatives.  Phase three of the agreement
anticipates an expansion of the license between Ramtron and SGS-Thomson.

PURSUE COMPLEMENTARY FERROELECTRIC APPLICATIONS.  Ramtron's ferroelectric
technology has product applications other than for nonvolatile memory storage
in semiconductor memory devices.  For example, Ramtron has identified
complementary applications in products that integrate its ferroelectric
technology into microcontrollers, programmable logic devices and radio wave
identification devices.  To exploit such applications without diverting the
Company's focus of resources from the development of FRAM products, Ramtron
has pursued a strategy of licensing its ferroelectric technology to, and
entering into joint ventures with, companies interested in exploiting other
product applications.  Ramtron also intends to develop internally and
manufacture certain of such products designed for specific applications.

RACOM/INTAG.  Racom Systems, Inc. ("Racom") is primarily engaged in the
business of exploiting the benefits of FRAM technology in contactless smart
card financial transaction systems using ferroelectric RF/ID devices.  The low
power requirement of ferroelectric technology makes it attractive for the
RF/ID market.  In October 1991, Ramtron granted Racom a nonexclusive license
to use Ramtron's ferroelectric technology for identification devices powered
by sound waves or electromagnetic waves without physical contact between the
device and the power source (a "Ferroelectric RF/ID Device") and granted Racom
an exclusive supply contract for Ferroelectric RF/ID Devices until January 1,
1999.  Racom paid Ramtron a license fee and issued to Ramtron one-third of
Racom's outstanding common stock for such rights.  In April 1994, the Company
increased its ownership in Racom to 50% in consideration for providing to
Racom additional rights under the original license.  In June 1994, the
Company's ownership percentage decreased to approximately 45% as a result of a
private stock offering by Racom.  In November 1994, Ramtron decreased its
ownership interest in Racom to approximately 42% as a result of the sale to
Intag International Ltd. ("Intag") of shares of Racom common stock.  In
February 1995, Ramtron and Racom amended their nonexclusive license agreement
and Ramtron, in exchange for receipt of license fees and shares representing
approximately 10% of the outstanding shares of Racom common stock, agreed to
extend the exclusive supply period to the end of the year 2005.

In May 1995, Ramtron, Racom and Intag entered into a Memorandum of
Understanding which supersedes the February 1995 Ramtron/Racom agreement
pursuant to which (i) Ramtron received the right to manufacture and sell
ferroelectric RF/ID Devices not incorporating a microprocessor in
consideration for the payment of royalties to Racom on such product sales,
(ii) Racom received the exclusive, worldwide rights (with the exception of the
rights granted to Toshiba after December 31, 1998) to use the ferroelectric
technology in all "contactless applications," (iii) Intag received the
exclusive, worldwide right to use the ferroelectric technology in combination
with contactless technology for certain conveyer-fed applications, except that
Racom has the right to sell microprocessor-based "financial transaction cards"
in certain markets, and (iv) Intag received the nonexclusive worldwide right
to develop and sell products incorporating ferroelectrics and contactless
technology not incorporating a microprocessor for all other RF/ID
applications.  The parties are currently negotiating a definitive license
agreement intended to incorporate the terms of the May 1995 Memorandum of
Understanding.  Although pursuant to the May 1995 Memorandum of Understanding,
Racom and Intag are each required to purchase at least 30% of their wafer
requirements from Ramtron, provided Ramtron's prices are competitive, the
parties have since agreed that the definitive license agreement between them
will not include such a requirement.  Intag is required to pay a royalty to
Ramtron on all products it sells containing RF/ID FRAM chips not purchased
from Ramtron.  In consideration for the grant of such rights, Intag paid
license fees to the Company and Racom in 1995.  As of December 31, 1996,
Ramtron's ownership interest in Racom was 42%, all of which has been pledged
to secure a loan to Ramtron from the National Electrical Benefit Fund, and
Intag's ownership interest in Racom was 46%.

PURSUE LEADING EDGE TECHNOLOGY AND DEVELOP NEW PRODUCTS.  Ramtron intends to
maintain its leadership in developing FRAM products.  Ramtron is currently
developing a 256-kilobit FRAM product with Hitachi as well as a shrunk version
of its 64-kilobit FRAM product using a local interconnect process.  The
Company is also developing a one transistor/one capacitor ("1T/1C") memory
cell to reduce the size and cost of future high-density and low-density FRAM
memory products.  In addition, the Company is continuing to research and
develop alternative ferroelectric material compositions with the aim to
further increase the performance potential of its products.

SYMETRIX.  In October 1992, the Company and Symetrix Corporation ("Symetrix")
entered into a Technology Agreement.  Symetrix is a technology support company
that is engaged in the development of high-performance ferroelectric materials
using its process called Y-1 for use in memory products.  In August 1995,
Ramtron and Symetrix entered into a Ferroelectric Cross License Agreement (the
"Cross License Agreement") which superseded the 1992 Technology Agreement.
The Cross License Agreement provides Ramtron with the right to use Symetrix's
ferroelectric technology and certain rights to sublicense that technology, and
Symetrix with the right to use Ramtron's ferroelectric technology and certain
rights to sublicense that technology, with certain limited exceptions and on a
non-exclusive, worldwide basis to make, use and sell Y-1 based ferroelectric
integrated circuit memories.  Each party must pay the other royalties on sales
of ferroelectric integrated circuit memories incorporating the other party's
technology, and on sales by sublicensees, and Ramtron is required to pay a
technology transfer fee to Symetrix in four equal annual installments
commencing 60 days after the effective date of the 1995 agreement.

FRAM PRODUCTS AND MARKETS

Ramtron classifies all of its current products as "low-density" FRAM products
due to the fact that they all have memory capacity of 64 kilobits or lower.
To date, Ramtron has introduced fourteen versions of its ferroelectric
products in the 4-kilobit and 16-kilobit density range in both parallel and
serial data bus configurations.  Many of Ramtron's existing products are pin
compatible with EEPROM products that bear similar product number names.  The
Company is currently qualifying a new design of its 64-kilobit parallel FRAM
memory product which is expected to be in commercial production in 1997.  The
Company is developing high-density FRAM products with certain of its strategic
alliance partners, and Hitachi has announced that it expects to commence
commercial production of a 256-kilobit FRAM device in 1997. (See "Business - 
FRAM Products - Strategy for FRAM Products - Pursue Strategic Development and
Manufacturing Alliances - Hitachi" above.)  The Company sold $1.9 million of
FRAM products in 1996.  Ramtron has been developing technology such as the
1T/1C cell and the local interconnect process needed to achieve high-density
FRAM products and to reduce the cost of low-density FRAM products and will
continue to pursue such development.

The applications of low-density FRAM devices include consumer electronics,
business machines, communications equipment, test instruments, industrial
controls and medical equipment.  As of December 31, 1996, the Company had sold
FRAM products, either directly or through Ramtron's distributors, to over 700
customers with applications predominantly in the industrial marketplace,
including industrial control, medical, instrumentation, metering and
communications systems.  Although Ramtron has been informed by more than 700
customers that they have "designed-in" FRAM products into their products, it
is difficult for Ramtron to estimate the number of customers with continuing
supply needs for FRAM devices.  The cost of the Company's products continues
to be high compared to competing products.  Since Ramtron is selling
principally to smaller customers for specialized uses of FRAM products, such
customers are generally not as price conscious because they often require most
or all of the characteristics of FRAM products.  Ramtron has been limited in
its ability to market to high volume users of nonvolatile memory storage
devices in the absence of a second-source manufacturer and as a result of the
cost of currently available FRAM products.  The Company expects that as it
lowers its costs through its foundry arrangements with outside manufacturers,
the applications for FRAM products will continue to grow beyond the market
segments described above.  Although Ramtron anticipates that utilization of
the advanced semiconductor manufacturing processes and facilities of its
strategic alliance partners will enable the Company to mass produce FRAM
products at lower prices, the Company cannot estimate when such products will
be available for mass marketing at competitive prices.

FRAM PRODUCT MANUFACTURING

Ramtron believes that reductions in the cost of manufacturing FRAM products
are important to its long-term success and Ramtron is continually working to
reduce its manufacturing costs.  As discussed above, the Company has entered
into strategic alliances, some of which impose an obligation on the parties to
negotiate supply/foundry arrangements for FRAM products.  Such arrangements
are important for the Company if it is to gain access to advanced
semiconductor manufacturing facilities to potentially enable Ramtron to
manufacture products at substantially lower costs and in greater volumes than
can currently be achieved.  To do so, the Company is attempting to (i)
increase yields by systematically identifying and reducing variability in
manufacturing processes that result in the production of defective products,
(ii) redesign the products both to reduce size and to utilize new or improved
manufacturing processes that can increase yields, and (iii) develop and refine
manufacturing processes that increase yields, reduce the product dimensions or
reduce the number of processing steps used to manufacture the product.

                         ENHANCED-DRAM PRODUCTS

Ramtron has developed a family of Enhanced-DRAM (EDRAM) products which
capitalize on unique architectural and design features to provide what the
Company believes are the highest performance DRAM products available.  Ramtron
currently produces EDRAM products under foundry agreements with Nippon Steel
Semiconductor Co. Ltd. ("Nippon Steel") and IBM.

BACKGROUND

Because of their low cost and unlimited random access read/write capability,
DRAMs are the most widely used memory device in computing applications. 
Significant improvements in microprocessor (MPU) speeds and increasing
architectural complexity in computing systems has created a performance
bottleneck at the memory system level due to slow memory access speed and
bandwidth.  Because DRAMs operate at slow speeds relative to the MPU, high-
speed static random access memories (SRAMs) have been used to improve memory
access and retrieval speed.  However, the large memory cell size of the SRAM
makes it significantly more expensive than the DRAM.  Alternate DRAM
architectures have been developed which use interleaving of several memory
banks such as synchronous DRAM (SDRAM) and Rambus DRAM (RDRAM).  Other DRAMs
such as extended data output (EDO) and burst EDO use pipelining of data.
These alternate DRAMs do not improve the basic access or retrieval speed of
the DRAM but instead only improve peak bandwidth.  Most high performance
systems require combinations of small amounts of SRAM to "cache" data
transfers and high bandwidth DRAM architectures to fill the cache quickly.
Even with these techniques, the larger size of today's software operating
systems and applications and the frequent context changes required by
multitasking create a bottleneck limited by the DRAM access and retrieval
speed.

CHARACTERISTICS OF EDRAM PRODUCTS

To address the access and retrieval speed limitations of DRAMs and the high
costs associated with high speed SRAMs, Ramtron developed a group of 4-megabit
EDRAM products.  Ramtron's EDRAM products combine what it believes is the
fastest 4-megabit DRAM (25-35 nanoseconds) together with a 10-15 nanosecond
SRAM and a 2,048 bit-wide integrated DRAM to SRAM interconnecting bus, all on
the same chip.  The Company's EDRAMs can operate at the high speeds of today's
MPUs enabling systems to operate faster and at a reduced overall system cost
than systems using SRAM cache plus standard DRAM or the alternate DRAM
architectures.  Testing of EDRAM-based systems by Ramtron's customers has
shown system performance improvements from 30-100% over similar systems with
DRAM or DRAM plus SRAM cache.  The system performance of EDRAM approaches the
speed of a complete SRAM memory system but with significant improvements in
cost and density.

The Company developed a family of 4-megabit EDRAM components that use the same
packaging as the standard DRAM and a family of EDRAM single in-line memory
modules (SIMM) and dual in-line memory modules (DIMM) that use the same form
factor and connectors as a standard DRAM SIMM module.  This allows system
developers to design higher performance systems using the same packaging and
control logic technique as slower DRAMS and to design systems which can use
either memory type to provide two performance options.  The Company began
selling EDRAMs in commercial volumes in the first quarter of 1993.  The EDRAM
product has been demonstrated to provide a performance advantage and cost
effective memory solution for a variety of the highest performance system
applications including personal computer motherboards, accelerator boards,
multiprocessor systems, disk controllers, embedded computer modules,
communication bridge/routers, digital signal processing systems and video
graphic systems.

NEW EDRAM PRODUCTS.  During 1996, the Company began development of a
16-megabit version of its EDRAM product.  The new product will be fully
compatible with the industry standard Synchronous DRAM (SDRAM) products that
are expected to become the standard main memory for PC systems during 1997.
The new products use the EDRAM architecture internally to provide
significantly faster access and retrieval speeds than SDRAM.  The product has
been named the Enhanced Synchronous DRAM (ESDRAM).  The ESDRAM can replace
SDRAM directly on printed circuit boards and on current dual inline memory
modules (DIMMs) and small outline dual inline memory modules (SO DIMMs)
currently being used in PC desktop and notebook computer systems.  The new
ESDRAM has the same speed as burst SRAM but with 8-16 times higher density and
much lower cost.  This will allow the Company to continue to provide a higher
density and lower cost solution to static RAM (SRAM) products while
maintaining a premium over slower DRAMs.

STRATEGY FOR EDRAM PRODUCTS

The Company's strategy is to provide SRAM performance with DRAM density in a
product with significantly lower pricing than SRAMs.  A significant portion of
the Company's EDRAM business is targeted at replacement of fast (10-15
nanosecond) SRAMs in high performance systems.  In these applications, EDRAM
provides a 400% density improvement and a significantly lower cost/bit than
equivalent SRAM products.  EDRAM provides the customer cost and density
advantages while allowing the Company to command a price premium over slower
DRAMs.  The added performance features do not add significantly to production
costs when compared to standard DRAMs.

The Company's plan has been to produce EDRAMs through strategic alliances with
major semiconductor companies and to expand the market for EDRAMs by making
EDRAM products available from multiple sources.  This approach avoids the high
capital costs associated with DRAM manufacturing that would have otherwise
been incurred by the Company if it had chosen to manufacture these products
with Company-provided resources.

NIPPON STEEL.  In May 1995, the Company entered into a Transit Foundry
Agreement with Nippon Steel pursuant to which Nippon Steel agreed to
manufacture and sell 4-megabit EDRAM products to the Company at specified
prices for the Company's resale to its customers.  The Transit Foundry
Agreement was scheduled to terminate March 31, 1996, but was extended to
December 31, 1996.  The Company and Nippon Steel are currently engaged in
discussions to extend the Transit Foundry Agreement to the end of 1997 and at
this time Nippon Steel continues to manufacture EDRAM products for the
Company.

IBM.  In April 1995, Ramtron entered into a five-year agreement with IBM under
which Ramtron is required to design and qualify, and IBM will manufacture,
completed wafers for the Company's EDRAM products.  Before such products are
manufactured by IBM, they are put through a design review.  Final design
review on the 4-megabit EDRAM product was completed in March 1996, and IBM
began shipping qualified product to the Company during the fourth quarter of
1996.  During the five-year agreement, IBM is permitted to terminate
production for various reasons, including Ramtron's failure to qualify product
or agree to certain yield targets, and IBM may terminate production for any
reason upon 30-days notice to Ramtron.  In addition, IBM has the right to
reject Ramtron's purchase orders for completed wafers for EDRAM products for
various reasons, including Ramtron's request for quantities of units that
exceed the quantities IBM wishes to supply or request for performance of
services or shipment dates that IBM deems unacceptable.

Ramtron granted to IBM an irrevocable, worldwide, nonexclusive license to use
Ramtron's EDRAM technology and know-how for the development, fabrication,
lease, sale or transfer of EDRAM products by or for IBM.  IBM also received
the unlimited right to manufacture EDRAMs for its internal consumption on a
royalty-free basis, and the right to manufacture an amount up to two times
Ramtron's total sales of EDRAMs for external sales on a royalty-free basis.
IBM may exceed such limit by paying Ramtron a royalty on such EDRAM sales.
IBM does not have an obligation to supply such products to Ramtron until IBM
begins external sales of EDRAM products to third parties, in which case
Ramtron will have the right to purchase from IBM completed wafers in an amount
up to 100% of IBM's previous quarterly sales of EDRAMs.  Pursuant to the
current agreement between the Company and IBM, IBM has agreed to the
manufacture of DRAM products for the Company through the end of 1997.  Ramtron
and IBM have the right to terminate the agreement upon the occurrence of
certain customary termination events, and either party may terminate for
convenience upon 90-days notice to the other party.  If Ramtron terminates due
to IBM's default or IBM terminates for convenience, IBM has the right to
continue in perpetuity all licenses granted to the EDRAM technology and know
how on a royalty-bearing basis.  Upon all other events of termination and upon
expiration of the term of the agreement, IBM's license rights continue in
perpetuity on a royalty-free basis.

EMS.  In May 1995, Ramtron formed EMS as a wholly owned subsidiary through
which the Company operates its EDRAM business, including designing, marketing
and selling EDRAM products manufactured by third-party manufacturing partners.
The creation of a separate organization serves to focus all of Ramtron's non-
ferroelectric activities in a single organization.  The Company currently
sells ten 4-megabit EDRAM product configurations with three speed grades, two
temperature ranges, two power supply voltages, and a low standby current
version.  These products include components with 4-megabit by 1, l-megabit by
4 and 512-kilobit by 8 configurations and 7 SIMM modules with 2-megabyte,
4-megabyte, 8-megabyte and 16-megabyte capacities and 2 DIMM modules
with 4-megabyte and 8-megabyte capacities.  Each product is available with 12,
15 or 20 nanosecond speed.  The Company sold $16.0 million of EDRAM products
in 1996.

The Company expects the EDRAM products to remain competitive with fast SRAM
and the alternate DRAM architectures (EDO DRAM, burst EDO DRAM, SDRAM, RDRAM
and others) for the foreseeable future.  Although many of the alternate DRAM
products are moving to 16-megabit densities and higher, many EDRAM market
segments do not require such large memory capacities.  The departure of many
of the competing memory suppliers to serve the volume PC main memory market
with 16-megabit products could enhance EDRAM opportunities in embedded control
applications which do not require large memory capacities.

EDRAM PRODUCT MANUFACTURING

Because of the large capital costs associated with manufacturing DRAMs, the
Company's manufacturing strategy with respect to EDRAM products has been to
contract with conventional DRAM manufacturers to produce such products on
behalf of the Company.  To date, Nippon Steel and IBM have been the Company's
manufacturers of these products.

The Company has recently redesigned the EDRAM to reduce its size by utilizing
process improvements at Nippon Steel and IBM so that more products can be
produced per wafer and yields can be improved.  These product improvements
will reduce costs and improve EDRAM access and retrieval speeds.  The Company
is currently working to develop EDRAM products with 16-megabit and higher
densities to serve the needs of the high performance PC market and to reduce
component counts in embedded control systems.  The development of 16-megabit
and 64-megabit manufacturing capability with new and existing alliance
partners is a priority for the Company.

                            RESEARCH AND DEVELOPMENT

Development of additional FRAM and EDRAM products and the associated design
development and manufacturing processes will require the Company to make
significant additional investments in research and development.  Continued
investment in both products and processes is critical to the Company's success
and, in the case of the Company's ferroelectric technology, to the ultimate
commercial realization of such ferroelectric technology.  See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."  The Company's current research and
development activities are focused on expanding the Company's technology to
develop new low-density and high-density applications, materials and
processes, design concepts and architectures.

As of December 31, 1996, approximately 32 of the Company's employees were
engaged in research and development.  In addition, manufacturing personnel
were involved in research and development through efforts to increase the
manufacturing yields of the Company's products.  The Company's research and
development expenditures for 1996, 1995 and 1994 were approximately
$12.9 million, $11.5 million, and $16.5 million, respectively.  Customer-
sponsored research and development expenditures during 1996, 1995 and 1994
were approximately $.2 million, $.2 million and $.5 million, respectively.

                              MANUFACTURING

The Company's manufacturing strategy is to develop products internally and
through codevelopment alliances for production by third-party manufacturers.
Consistent with this strategy, Ramtron has entered into arrangements with
Rohm, Hitachi, Toshiba and Fujitsu for the development and manufacture of FRAM
products and with Nippon Steel and IBM for the manufacture of EDRAM products.
The Company has also entered into a licensing arrangement with Samsung for the
Company's ferroelectric technology, but such license does not include
codevelopment or manufacturing arrangements between the Company and Samsung.
Rohm is currently initiating manufacture of the Company's low density FRAM
products for certain application specific markets with a view to manufacturing
such products for sale by Rohm to customers and to the Company for resale to
customers.  The Company has not yet negotiated the definitive terms of the
foundry supply agreements with Hitachi, Toshiba or Fujitsu, but such companies
are contractually bound to enter into such agreements upon fulfillment of
certain conditions.  Nippon Steel is currently producing EDRAM products for
the Company pursuant to a Transit Foundry Agreement which expired in March
1996, but was extended to December 31, 1996.  The Company and Nippon Steel are
currently engaged in discussions to extend the Transit Foundry Agreement to
the end of 1997.  IBM is also producing EDRAM products for the Company
pursuant to an agreement where IBM has agreed to manufacture EDRAM products
for the Company through the end of 1997.  The Company intends to continue
limited production of its low-density FRAM products internally by purchasing
silicon wafer underlayers from outside suppliers and completing manufacture of
the products by applying its ferroelectric process to such underlayers at the
Company's facility in Colorado Springs.  Ramtron currently purchases such
underlayers from two suppliers and will continue to pursue additional
underlayer suppliers.

Ramtron's agreements with its third-party manufacturers are intended to enable
the Company to avoid the large capital expenditures that otherwise would be
required to manufacture FRAM products and high-density DRAM products in
commercial volumes.  As a result, however, the Company is currently dependent
on Nippon Steel and IBM for its supply of EDRAM products and will in the
future be dependent on other manufacturers for the manufacture of FRAM and
EDRAM products.  The Company believes that it is most efficient for the
Company to focus its internal manufacturing efforts on production of limited
quantities of the Company's FRAM products to satisfy FRAM customer needs while
second-source suppliers are developing and qualifying such products.

As is customary in the semiconductor industry, the Company and its third-party
manufacturers subcontract with foreign companies to assemble and test its
finished products.  Manufacturing services performed by such third parties are
conducted in accordance with processes designed by the Company or its third-
party manufacturers and implemented under supervision of process engineers of
the Company or such third-party manufacturers.

Federal, state and local regulations impose various environmental controls on
the discharge of chemicals and gases used in the Company's manufacturing
processes.  The Company believes that it has taken all necessary steps to
ensure that its activities comply with all applicable environmental rules and
regulations.  While the Company's operations have not been materially impacted
by the cost of environmental compliance, there can be no assurance that
changes in such environmental rules and regulations will not require
additional investments in capital equipment and compliance programs in the
future.  Any failure by the Company to comply with such environmental rules
and regulations regarding the discharge of hazardous substances could subject
it to substantial liabilities or could adversely affect its manufacturing
operations.

In 1996, revenues from Rohm, Toshiba, Fujitsu and Samsung each accounted for
more than 10% of total license fee revenues.  Rohm, Toshiba, Fujitsu and
Samsung are licensees of the Company's ferroelectric technology.  If certain
development milestones are not met with certain of these companies during 1997
under the Company's license and development agreements with the companies, the
resulting loss of license revenues to the Company could have a material
adverse effect on the Company's results of operations or financial condition.

Export product sales as a percentage of total product sales were 21%, 49% and
57% for the years 1996, 1995 and 1994, respectively.

                                MARKETING

As is typical of any other new products in the semiconductor industry,
Ramtron's products can require lengthy "design-in" cycles for customer
applications and extensive application engineering support.  The Company
supports its customers' design-in activities and considers such support an
important element of its sales and marketing efforts.

The Company markets its products worldwide through distribution networks using
internal sales resources and independent sales representatives and
distributors.  The Company maintains three full time sales personnel at its
headquarters in Colorado Springs and resident employees in San Jose,
California, Japan and Europe.  The Company has distribution and/or
representation relationships with 3 companies in Japan, 18 in Europe, 3 in
Singapore, 2 in Israel, 2 in Thailand and 1 in each of Taiwan, Korea, South
Africa, China and Australia.  In the United States, the Company has
distribution/representation relationships with 19 companies and two in Canada.

In December 1994, the Company formed a distribution partnership with Montreal-
based Future Electronics.  Future Electronics serves as the Company's primary
distributor in North America.  The Company's representatives and distributors
sell products which are competitive and complementary with the Company's
products, although none offers ferroelectric-type semiconductors.

                                  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, price-fixed
contracts.  Orders are typically entered into under the condition that the
terms may be adjusted to reflect market conditions at the delivery date.  For
the foregoing reasons, and because of the possibility of customer changes in
delivery schedules or cancellations of orders without significant penalty, the
Company does not believe that its 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 and characterized by rapid
technological change and product obsolescence, price erosion, periodic
shortages of materials, variations in manufacturing yields and efficiencies
and significant foreign competition.  The industry includes major domestic and
international companies with substantially greater financial, technical,
manufacturing and marketing resources than are available to the Company.  The
Company expects to face intense competition from major manufacturers of the
types of semiconductor memory products it hopes its FRAM and EDRAM products
will displace.  The Company expects manufacturers of such existing products to
attempt, among other strategies, to improve their products to counter the
advantages of FRAM and EDRAM products.

The Company considers its FRAM products to be competitive with existing
nonvolatile memory products such as EEPROM, BBSRAM and NVRAM products in low
density applications.  Nonvolatile memory products are manufactured and
marketed both by major corporations possessing worldwide wafer manufacturing
and integrated circuit production facilities (e.g., SGS-Thomson and Hitachi)
and by smaller specialized product companies (e.g., Dallas Semiconductor and
Benchmarq).

Numerous companies, including major corporations possessing worldwide wafer
manufacturing and integrated circuit production facilities, manufacture DRAM
products.  Because the Company's EDRAM products have certain higher
performance characteristics than standard DRAM products, however, the Company
considers only high-speed "specialty" DRAM products (such as SDRAM, CDRAM,
Rambus and Burst EDO-DRAM products manufactured by companies such as Fujitsu,
Mitsubishi, Rambus (through its licensees), LG Semicon and Micron Technology,
Inc.) to be competitive with the Company's EDRAM products.  The Company also
considers its EDRAM products to be competitive in certain applications with
SRAM products, which are manufactured by major corporations, including
Alliance Semiconductor Corporation, Cypress Semiconductor Corporation,
Integrated Device Technology, Inc. and Motorola Corporation.

In addition to unaffiliated potential competitors, the Company could face
competition from its own licensees.  The Company could also face competition
from start-up or established companies that decide to pursue the development
of ferroelectric or other nonvolatile semiconductor memory storage
technologies or high-speed DRAM products.  A number of major domestic and

international companies have disclosed that they are researching ferroelectric
materials and technologies for use in semiconductor devices.  Although the
Company protects its proprietary technology through a patent and trade secrets
program, there can be no assurance that other companies will not develop or
patent technology similar to that of the Company or reverse engineer the
Company's technology.  See "Patents and Proprietary Rights" below.

The Company's ability to compete in the rapidly evolving semiconductor
marketplace depends on elements both within and beyond the control of the
Company.  These factors include the Company's ability to continue to obtain
financing for its operations, to develop products in a timely manner and to
manufacture such products on a cost-effective basis, as well as the extent to
which the Company successfully introduces and the Company's customers accept
new technologies and products.  Also important are the speed at which
customers incorporate the Company's products into their systems, and the
Company's access to contract manufacturers with advanced semiconductor
processes and to adequate financing, as well as general economic conditions
and the number and capabilities of the Company's competitors.

                       PATENTS AND PROPRIETARY RIGHTS

To protect its proprietary technology, the Company relies principally on the
maintenance of a trade secret program and the prosecution of patent
applications through the patent systems of the United States and other
countries.  As of December 31, 1996, the Company held 53 unexpired United
States patents covering certain aspects of its products and technology.  Such
patents will expire at various times between November 2004 and April 2015.
Three of these patents involving FRAM technology are owned jointly by Ramtron
and Seiko Epson and 10 involving DRAM technology are owned jointly by Ramtron
and Nippon Steel.  As of December 31, 1996, the Company had applied for 31
additional United States patents covering certain aspects of its products and
technology.  The Company has also taken steps to apply for foreign patents on
its products and technology.  As of December 31, 1996, the Company held 36
unexpired foreign patents and had 59 foreign patent applications pending.  A
number of the pending foreign patents will, upon issuance, be jointly owned by
the Company and either Seiko Epson or Nippon Steel.

In addition to prosecuting patents, the Company protects its proprietary
technology through a trade secret program that involves restricting access to
confidential documents and information and obtaining written confidentiality
agreements with all vendors, visitors and technical employees.

The Company believes its inventions are of fundamental importance to its
ferroelectric technology and that patents that have been issued, or allowed
but not yet issued, will provide protection against unauthorized use of the
Company's inventions.  There is evidence that other companies are seeking to
develop and patent technology similar to the Company's technology.
Furthermore, other companies may seek to reverse engineer the Company's
products.

The Company does not license from others any material rights covering its
ferroelectric technology or any technology needed to manufacture its EDRAM
products.  The Company does not believe that its technology infringes any
patents at this time.  The Company is aware, however, that others have
obtained patents covering various semiconductor designs or processes.  There
can be no assurance that third parties will not assert intellectual property
infringement claims against the Company in the future, or that any such
assertions will not require the Company to refrain from the manufacture or

sale of its products, enter into license/royalty arrangements or undertake
expensive litigation.  The Company may in the future receive claims that one
or more aspects or uses of its products infringe on patents or other
intellectual property rights of third parties.  If any such infringements
exist or arise in the future, the Company may be liable for damages and, like
many companies in the semiconductor industry, may find it necessary or
desirable to obtain licenses relating to third party technology incorporated
in its products.  Based on industry practices, necessary licenses or rights
under patents can often be obtained on conditions not materially adverse to
the licensee.  However, there can be no assurance that licenses could in fact
be obtained on commercially reasonable terms, or at all, or that litigation
would not occur.  The Company's inability to obtain such licenses or the
occurrence of litigation could adversely affect the Company.  See "Item 3.
Legal Proceedings."

                                 EMPLOYEES

As of December 31, 1996, the Company had 105 employees, including 15 in
management and administration, 32 in research and development, 46 in
manufacturing and 12 in marketing and sales.  The Company's ability to attract
and retain qualified personnel is essential to its continued success.  The
majority of the Company's employees have been granted options to purchase
Common Stock pursuant to either the Company's Amended and Restated 1986 Stock
Option Plan,  the 1989 Nonstatutory Stock Option Plan or the 1995 Stock Option
Plan.  None of the Company's employees is represented by a collective
bargaining agreement, nor has the Company ever experienced any work stoppage.
None of the Company's employees other than L. David Sikes, the Company's Chief
Executive Officer, has an employment agreement with the Company, and none of
the Company's employees has a post-employment noncompetition agreement with
the Company.  The Company believes that its employee relations are good.

Item 1a.  EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company, and certain information about them, are
as follows:


Name                   Age   Position
- ----                   ---   --------
                       
L. David Sikes         55    Chairman of the Board and Chief Executive Officer
Greg B. Jones          49    Director, President and Chief Operating Officer
Elliott M. Philofsky   55    Sr. Vice President and Chief Technical Officer
Richard L. Mohr        37    Executive Vice President and Chief Financial
                               Officer
Donald G. Carrigan     49    Vice President of Sales and Marketing


Officers are appointed by and serve at the discretion of the Board of
Directors.  All officers were appointed for terms ending upon their deaths,
resignations, removal or appointment and qualification of a successor.

Mr. Sikes became the Company's Chairman of the Board and Chief Executive
Officer in April 1995 and has been a director of the Company since September
1992.  Prior to becoming Chairman of the Board and Chief Executive Officer,
Mr. Sikes was the Company's President and Chief Operating Officer from July
1992 until January 1995, at which time he left the Company and joined Micro
Component Technology Inc., a semiconductor equipment manufacturer, as
Chairman, President and Chief Executive Officer from January 1995 until April
1995.  Prior to joining Ramtron, Mr. Sikes was President and Chief Executive

Officer of ASM America, Inc. ("ASM America"), a semiconductor equipment
company, from January 1991 until June 1992, and Executive Vice President and
General Manager of ASM Epitaxy, a semiconductor equipment manufacturer, from
February 1989 until December 1990.  Prior to his tenure with ASM Epitaxy,
Mr. Sikes spent 18 years with Motorola, Inc. ("Motorola") in various
management and executive positions including Vice President and Director of
Semiconductor Research and Development Lab.  His experience also includes
several management and engineering roles with Eastman Kodak and National
Semiconductor Corporation.  Mr. Sikes received his Bachelor of Science degree
in Electrical Engineering from Massachusetts Institute of Technology.

Mr. Jones became a director of the Company and the Company's President and
Chief Operating Officer in February 1995.  Prior to becoming President and
Chief Operating Officer, Mr. Jones was Ramtron's Chief of Administration from
January 1995 until February 1995.  Prior to joining Ramtron, Mr. Jones was
Marketing Director at Concord Services, Inc., a company owned by Mr. Benton,
from November 1993 until January 1995. From August 1990 until November 1993,
Mr. Jones served as Director of Vertical Reactors at ASM America.  Prior to
his work with ASM America, Mr. Jones held a variety of management positions in
sales, marketing, corporate planning and project management.  He holds a
Master of Science in Management Sciences from Stanford University and a
Bachelor of Science in Engineering from the U.S. Naval Academy, Annapolis.

Dr. Philofsky joined the Company in July 1991 as Senior Vice President of
Technology and was named Senior Vice President of Technology and Manufacturing
in April 1995.  In February 1996, Dr. Philofsky was named Senior Vice
President and Chief Technical Officer.  Dr. Philofsky has over 26 years of
semiconductor industry experience.  From July 1985 until January 1991,
Dr. Philofsky was employed by Tegal Corporation, a semiconductor equipment
manufacturer, and most recently served as its President.  Before his tenure at
Tegal Corporation, Dr. Philofsky was employed by AVX Corporation where he
served as Vice President of the Integrated Capacitor Division and as Vice
President of Technology.  During this time, he was deeply involved with the
properties of titanates for bulk capacitor manufacturing.  PZT is the
ferroelectric titanate material used by Ramtron in its FRAM products.  Prior
to joining AVX Corporation, Dr. Philofsky was Director of Motorola's
Semiconductor Research and Development Laboratory in Phoenix, Arizona, and
spent ten years with Motorola in various scientific roles.  Dr. Philofsky has
published over 20 technical papers at international conferences and holds over
15 patents.  Dr. Philofsky received his Bachelor of Science in Metallurgical
Engineering from Carnegie Mellon University and his Master of Science and
Doctor of Philosophy in Materials Science from Northwestern University.

Mr. Mohr joined the Company in January 1991 as Controller.  In April 1994, he
was named Vice President and Controller and served in that position until
February 1995 when he was named Executive Vice President and Chief Financial
Officer.  Mr. Mohr is a certified public accountant and has over 14 years of
professional finance experience including 10 years employed with high
technology and manufacturing companies.  From February 1987 until December
1990, Mr. Mohr was the Chief Financial Officer of Packaging Research
Corporation, an equipment manufacturing company.  Mr. Mohr received his
Bachelor of Science in Accounting from Colorado State University and a Master
of Business Administration in Accounting and Finance from Regis University.

Mr. Carrigan joined the Company in November 1989 as Sales Manager and in July
1990 was named Director of Marketing and Sales and held that position
until October 1992, when he became Vice President of Sales.  In January 1997,
Mr. Carrigan was named Vice President of Sales and Marketing.  Mr. Carrigan

has over 24 years of semiconductor industry experience in research and
development, design, operations, marketing and sales. Prior to joining the
Company, Mr. Carrigan held various managerial and technical positions,
including Vice President of Sales and Marketing for Information Storage
Incorporated, an optical storage system venture between Eastman Kodak Co. and
Kawasaki Steel.  He also held positions as Product and Test Engineering
Manager and Director of Marketing for INMOS Corporation; Design Manager for
NCR Microelectronics; IC Design Engineer in the Corporate Research Labs of
Texas Instruments; and Design Manager for SRAM's with the Advanced MOS Memory
Division of Texas Instruments.  Mr. Carrigan received his Bachelor of Science
degree in Electrical Engineering from the University of Tennessee and a Master
of Science degree in Electrical Engineering from Southern Methodist
University.

                                   GLOSSARY

Access time or speed - The time (expressed in nanoseconds) it takes to deliver
information from a memory device after it is requested.

Bandwidth - A term to describe the amount of information that can be moved of
a specific type of connection.

Bit - An abbreviation for binary digit, of which there are two, 0 and 1.  Most
semiconductor memories store information in binary form and the individual
memory cells are often referred to as bits.

Capacitor - A device for accumulating and holding a charge of electricity,
consisting of two conductors separated by a dielectric.

CMOS - Complementary Metal Oxide Semiconductor process technology.  A
semiconductor technology that uses two types of basic transistors (p-channel
and n-channel) to build a circuit with low power and high performance.

DRAM - Dynamic Random Access Memory.  A semiconductor memory device whose
stored information must be refreshed every few milliseconds.

EEPROM - Electrically Erasable Programmable Read Only Memory.  A device
similar to an EPROM whose information can be erased electrically and rewritten
a limited number of times.

EPROM - Erasable Programmable Read Only Memory. An electrically programmable
memory device that can be reprogrammed by erasing the previous information by
exposing the device to ultra-violet light and rewritten a limited number of
times.

Ferroelectric Materials - A class of materials that exhibits spontaneous
polarization (the ability to be permanently polarized by an electric field
until subsequently changed).

Ferroelectric Technology - A technology that integrates ferroelectric material
into a microelectronic semiconductor structure.

Flash Memory - A nonvolatile memory that may be erased and reprogrammed
electrically.  Can be programmed in the same manner as an EPROM, but is
electrically erasable.

FRAM (registered trademark) - The Company's Ferroelectric Random Access
Memory.  A random access memory that employs a ferroelectric digital memory
capacitor to make it nonvolatile.

Integrated Circuit - A group of inseparably connected circuit elements formed
on a semiconductor substrate. The integrated circuit is the basis for modern
computers.

Kilobit - 1,000 bits.  In reference to a memory, usually 1,024 bits since
memories are partitioned into sizes that are an exponential of two.

Megabit - 1,000,000 bits.  In reference to a memory, usually 1,048,576 bits
since memories are partitioned into sizes that are an exponential of two.

Microcontroller - A fundamental digital integrated circuit computing device
programmed by the user.

Microprocessor - A computer processor contained on a integrated circuit chip.

Nanosecond - One-billionth of a second.

Nonvolatile Memory - An integrated circuit that retains information without
electrical power.

Qualification - With reference to integrated circuits, the process of testing
a representative sample of similar integrated circuits to determine that the
sample meets set standards of quality and reliability.

RAM - Random Access Memory. A memory device in which any data can be addressed
in a single operation.

Read-Write - The process of retrieving/changing information from semiconductor
memory.

ROM - Read Only Memory.  A memory device that is programmed during the
manufacturing process and cannot be reprogrammed.

Silicon Wafer Underlayer - A silicon wafer manufactured through all processes
prior to application of the Company's ferroelectric processes.

SRAM - Static Random Access Memory.  A semiconductor memory device that
retains its information as long as power is applied.

Volatile Memory - An integrated circuit that loses information when electrical
power is interrupted.

Item 2.   PROPERTIES

The Company owns a 69,000-square foot building in Colorado Springs which
serves as its principal executive offices and as a research, development and
manufacturing facility.  The facility has a Class 10 semiconductor clean room
that currently has the capability to produce and test low-density FRAM
products in limited quantities by applying its ferroelectric process to
silicon wafer underlayers obtained from suppliers.  The Company's land,
building and equipment are subject to a first deed of trust and security
interest in favor of the National Electrical Benefit Fund to secure a $12
million line of credit extended to the Company in September 1995.  The Company
believes that its existing facilities are adequate for its needs in the
foreseeable future for limited production of low-density FRAM products,
provided that the Company can obtain adequate supplies of silicon wafer
underlayers from contract manufacturers.

Item 3.   LEGAL PROCEEDINGS

In 1992, a three-way "interference" contest was declared in the United States
Patent and Trademark Office (the "Patent Office") concerning a patent, which
is owned by the Company.  The patent covers a basic ferroelectric memory cell
design that is of fundamental importance to the Company's business interests
in the United States.  An interference is declared in the Patent Office when
two or more parties each claim to have made the same invention.  The
interference proceedings are therefore conducted to determine which party is
entitled to the patent rights corresponding to the invention.  In the present
interference contest, the Company is the "senior" party and is in possession
of the issued US patent.  The other two parties involved in the interference
are "junior" parties, and each has the burden of proof of convincing the
Patent Office by a preponderance of the evidence that it was the first to
invent the subject matter of the invention and thus is entitled to the
corresponding patent rights.  The Company and only one of the two claimant
parties in the interference proceedings filed briefs in this matter.  Oral
arguments were presented before the Patent Office on March 1, 1996.  A
decision by the Patent Office was originally expected within six (6) months
after the oral hearing, but due to the complexity of the case, a decision is
now expected within eighteen (18) months after the date of the oral hearing.
Such decision would complete the administrative process.  The non-prevailing
party would then have the right, upon the filing of appropriate petitions, to
pursue its case in Federal Court.  The Company, if the non-prevailing party,
would remain in possession of the issued US Patent while it pursues its case
in Federal Court.  The Company has vigorously defended its patent rights in
this interference contest and will continue such efforts.  The Company is
uncertain as to the ultimate outcome of the above matter, as well as the
associated effect upon the Company's financial position and results of
operations.

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

On October 24, 1996, the Company held its 1996 Annual Meeting of Stockholders
(the "Annual Meeting").  At the Annual Meeting, the Company's stockholders
elected the following persons as directors of the Company.  The number of
votes cast for each director, as well as the number of votes withheld, are
listed opposite each director's name:

                                           Votes
                                          Cast for             Votes
      Name of Director                    Director            Withheld
- -----------------------------             --------            --------

   L. David Sikes                        23,290,335            6,229
   Greg B. Jones                         23,290,335            6,794
   William G. Howard                     23,290,335            6,794
   George J. Stathakis                   23,290,335            6,229
   William G. Tull                       23,290,335            6,229
   L. T. Womack                          23,290,335            6,229

At the Annual Meeting, the stockholders approved, with 22,507,593 votes cast
in favor, 96,145 votes cast against and 11,810 abstentions, the amendment to
the Company's Certificate of Incorporation to increase the authorized shares
of Common Stock of the Company from 50,000,000 to 75,000,000 shares.

PART II.

Item 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company's Common stock trades on the Nasdaq National Market tier of The
Nasdaq Stock Market under the symbol "RMTR."  The following table sets forth
the 1995 and 1996 ranges of the high and low closing sales prices for the
Common Stock as reported on The Nasdaq Stock Market.


                                                      High         Low
                                                     ------       ------
                                                            
1995
- ----
First Quarter  . . . . . . . . . . . . . . . . . .  $ 5.75        $3.03
Second Quarter . . . . . . . . . . . . . . . . . .    4.50         3.13
Third Quarter  . . . . . . . . . . . . . . . . . .   14.38         2.97
Fourth Quarter . . . . . . . . . . . . . . . . . .   11.25         5.50

1996
- ----
First Quarter  . . . . . . . . . . . . . . . . . .    7.50         5.63
Second Quarter . . . . . . . . . . . . . . . . . .    9.00         5.25
Third Quarter  . . . . . . . . . . . . . . . . . .    8.50         5.13
Fourth Quarter . . . . . . . . . . . . . . . . . .    8.38         6.00


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.  On March 21, 1997, the
last reported sale of the Company's Common Stock was $6.50 per share.  As of
March 21, 1997, there were approximately 2,547 record holders of the Company's
Common Stock.

The Company made no sales of equity securities during 1996 that were not
registered under the Securities Act of 1933.

DIVIDEND POLICY

The Company has not paid any dividends since its inception and does not intend
to pay any cash dividends in the foreseeable future.  The Company intends to
retain any earnings to finance its operations.

Item 6.   SELECTED FINANCIAL DATA

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



                                           Year Ended December 31,
                                 1996     1995       1994     1993      1992
                               -------  ---------  -------  -------   --------
                                    (in thousands, except per share data)
                                                        
  Operating Summary:

Revenues:
  Product sales                $17,942  $11,105  $ 14,221  $  3,632   $    59
  Royalties                         --    6,500     2,653     2,928       970
  License and development fees  13,250   11,000     3,000        --        --
  Customer-sponsored research
    and development revenues       199      281       575       405       371

Costs and Expenses:
  Cost of  product sales        14,032   10,253    13,219     3,488        --
  Research and development      13,104   11,732    16,989    19,578    14,666
  Sales, general and
     administrative              9,486    8,734     8,780     7,750     7,891

Operating loss                  (5,231)  (1,833)  (18,539)  (23,851)  (21,157)

Interest expense,
   related parties                 317    1,980     2,227     2,859     2,534

Net loss                       $(5,737) $(2,482) $(19,959) $(26,546) $(23,474)

Net loss per share              $(0.16)  $(0.11)  $(1.14)   $(1.92)   $(2.16)

Weighted average
   shares outstanding           36,507   21,653    17,526    13,825    10,855




                                                December 31,
                                 1996     1995      1994      1993     1992
                               -------  --------  --------   -------  --------
                                               (in thousands)
                                                       
  Financial Position:

Working capital (deficit)      $12,157   $12,695  $(18,054)  $20,447  $(1,277)

Total assets                    31,762    36,558    31,855    52,734   20,420

Short-term debt, related
  parties                           --        --    25,136       470       --

Long-term debt, related parties  3,171     2,854        --    20,336   12,737

Total long-term debt             3,721     3,954        --    20,358   12,794

Accumulated deficit           (129,928) (124,191) (121,709) (101,750) (75,204)

Stockholders' equity (deficit)  22,272    24,463    (1,318)   18,469    4,072

Cash dividends per 
  common share(1)                   --        --        --       --        --

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


(1)  The Company has not declared any cash dividends on its common stock and
does not expect to pay any such dividends in the foreseeable future.


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

OVERVIEW

The following discussion and analysis is intended to provide greater details
of the results of operations and financial condition of the Company.  The
following discussion should be read in conjunction with the information under
"Item 6.  Selected Financial Data" and the Company's consolidated financial
statements and notes thereto and other financial data included elsewhere
herein.  Certain statements under this caption constitute "forward-looking
statements" under the Reform Act which are subject to certain risks and
uncertainties.  The Company's actual results may differ significantly from the
results discussed in such forward-looking statements.  Factors that might
cause such a difference include but are not limited to (i) the timely
completion of the development and qualification for manufacturing of the
Company's new EDRAM and FRAM products; (ii) broader customer acceptance of its
EDRAM products and low-density FRAM products; (iii) acceptance of new high-
density FRAM products, which may be developed; (iv) the Company's and its
alliance partners' ability to manufacture its products on a cost-effective and
timely basis in the Company's own facility and through its alliance foundry
operations; (v) the Company's ability to perform under existing alliance
agreements and to develop new alliance relationships; (vi) the availability
and related cost of future financing; (vii) the retention of key personnel;
(viii) the outcome of the Company's patent interference proceedings, and (ix)
factors not directly related to the Company, such as competitive pressures on
pricing, marketing conditions in general, competition, technological
progression, product obsolescence and the changing needs of potential
customers and the semiconductor industry in general.  For additional
information concerning these and other factors, see "Expected Future Results
of Operations" in this Item 7.

Since its inception, the Company has been primarily engaged in the research
and development of ferroelectric technology and the design, development and
commercialization of FRAM products and of EDRAM products.  The Company has
generated revenue under license and development agreements entered into with a
limited number of established semiconductor manufacturers and involving the
development of specific applications of the Company's technologies.  Revenue
has also been derived from the sale of the Company's FRAM and EDRAM products
beginning primarily in 1993, and, prior to 1996, from royalties resulting from
the sale by a licensee of products incorporating the Company's conventional
DRAM technology.  Accordingly, fluctuations in the Company's revenues have
resulted primarily from the timing of the signing of license and development
agreements and the achievement of related performance milestones, and, to a
lesser extent, upon the timing of significant product orders and royalty
payments.

The Company generated minimal revenue from FRAM and EDRAM product sales prior
to 1993.  For 1996, 1995 and 1994, FRAM product sales represented
approximately 11%, 10% and 11% of total product sales revenue, respectively,
while EDRAM product sales accounted for 89%, 90% and 89%, respectively, for
the same periods.  During such periods, product sales revenue accounted for
approximately 57%, 38% and 70%, respectively, of total revenues, the remainder
of which were generated principally from license and development fees and

royalties earned on conventional DRAM product sales by Nippon Steel.  As a
result of the Company's limited revenues as compared to its substantial
ongoing product research and development costs and high manufacturing costs,
the Company has incurred losses in each fiscal year since its inception and,
prior to 1995, required substantial capital infusions from its principal
stockholders in the form of debt and equity financing.

The Company has entered into development and licensing arrangements with
several major semiconductor manufacturers, namely Hitachi, Rohm, Toshiba,
Fujitsu, Nippon Steel and IBM, to advance the development of both its FRAM
products and EDRAM products and to provide the Company with access to advanced
semiconductor manufacturing processes and capacity for such products.  In
addition to these licensing arrangements, in December 1996, the Company
entered into a license agreement with Samsung, although such arrangement does
not include any development activities between the Company and Samsung or the
availability of manufacturing capacity to the Company from Samsung.

RESULTS OF OPERATIONS

REVENUES.  In 1996, product sales revenues increased by approximately 62% over
product sales revenues in 1995 to a total of $17.9 million, consisting of
sales of $1.9 million of FRAM products and $16.0 million of EDRAM products,
compared to total product sales revenues during 1995 of $11.1 million from the
sale of $1.1 million of FRAM products and $10.0 million of EDRAM products. The
increase in product sales revenue in 1996 as compared with 1995 resulted
primarily from an increase in the availability of the Company's EDRAM products
from its manufacturing source during 1996. The increase in EDRAM product
availability enabled the Company to fulfill during the first two quarters of
1996 a substantial customer backlog that existed at the end of 1995.
Increases in the volume of EDRAM products shipped during 1996 to new and
existing customers was tempered by a decrease in product average selling
prices during the year.  Increases in FRAM product revenue during 1996
resulted from the increased availability of FRAM products and increases in
volumes of FRAM products sold associated with the Company's 16-kilobit FRAM
products and RF/ID FRAM products.  The 22% reduction in product sales revenue
in 1995 as compared with the same period in 1994 resulted primarily from a
shortage of EDRAM product caused by a cessation in EDRAM production from
Nippon Steel, the Company's only EDRAM manufacturing source at that time.  The
Company ceased production of its EDRAM products in April 1994 in response to
excess inventory levels.  This earlier cessation of production together with
increased customer demand and the reluctance of Nippon Steel to manufacture
products for the Company due to the Company's weak financial position at that
time, resulted in shortages of product availability in 1995 and a shortfall in
expected sales revenues.  Product revenues in 1994 were $14.2 million
consisting of sales of $1.6 million of FRAM products and $12.6 million of
EDRAM products.  FRAM product revenues in 1994 were primarily attributable to
FRAM product sales to a major video game manufacturer.  The transition in
video games from game cartridges to compact discs from 1994 to 1995 reduced
the demand for such game cartridges and subsequently led to the decrease in
FRAM revenue from 1994 to 1995.

In 1996, 1995 and 1994, the Company recognized license and development fee
revenues of $13.3 million, $11.0 million and $3.0 million, respectively.  The
Company's license fee revenues during 1996 resulted from the achievement of
milestones pursuant to existing license arrangements, the granting of a new
license for the use of the Company's ferroelectric technology and the granting
of FRAM product designs to an existing licensee.  Revenues from licensing
activities during 1996 were recognized from Hitachi, Rohm, Toshiba, Fujitsu
and Samsung.  The Company's license fee revenue for 1995 resulted from the
grant of licenses in the Company's ferroelectric technology to Toshiba,

Fujitsu, Hitachi and Rohm, and to Racom and Intag for use in certain RF/ID
applications.  In 1994, license fee revenue resulted from the Company's grant
of licenses to the Company's ferroelectric technology to Hitachi and Rohm.

In 1996 the Company recorded no royalty revenues.  In 1995 and 1994, the
Company recorded royalty revenues of $6.5 million and $2.7 million,
respectively, from Nippon Steel's sales of conventional DRAM products designed
and developed by the Company.  The royalty revenue recognized during 1995,
represents the payment of all royalties payable by Nippon Steel on sales of
conventional 1-megabit and 4-megabit DRAM products subsequent to 1994.  That
payment was made in connection with the May 1995 sale to Nippon Steel of the
Company's equity interest in United Memories, Inc. ("UMI"), the joint-venture
company formed by Ramtron and Nippon Steel to design and develop advanced
semiconductor memory products.  Under the terms of the UMI sale agreement, the
Company will not receive additional royalty revenue from Nippon Steel for
periods subsequent to 1995.

In 1996, customer-sponsored research and development revenues totaled $.2
million and were primarily attributable to design and development agreements
with a number of companies, of which the Company recorded not more than
$35,000 of revenue from any one company.  In 1995, customer-sponsored research
and development revenues totaled $.3 million primarily attributable to joint
research and development agreements with Racom, Intag and Hitachi, as compared
to $.6 million for the same period in 1994, which was primarily attributable
to joint research and development agreements with Racom, Intag and Matsushita.

COST OF PRODUCT SALES.  In 1996, 1995 and 1994, cost of product sales as a
percentage of product revenues were 78%, 92% and 93%, respectively.  The
improvement in the cost of product sales as a percentage of product revenues
in 1996 over the same period in 1995 relates directly to the Company's EDRAM
products.  Increased sales volume, favorable average selling prices and lower
supply costs for the Company's EDRAM products were the primary reasons leading
to the improved cost of product sales percentage for 1996.  Cost of product
sales as a percentage of product revenues for EDRAM products is expected to
continue to improve during 1997 as the Company's production costs decrease.
The expected improvement in the cost of EDRAM product sales is directly
related to the Company's ability to maintain reasonable average selling prices
at levels comparable or slightly under the average selling price levels which
existed at the end of 1996, although there can be no assurance the Company
will be able to maintain such average selling prices during 1997.  The cost of
product sales as a percentage of product revenues for the Company's FRAM
products was approximately 97% for each of 1996, 1995 and 1994.  The overall
cost of product sales has remained high due primarily to the Company's
introduction of new FRAM and EDRAM product designs, low volume of
manufacturing and changes in the manufacturing processes.  Furthermore, the
low manufacturing volume of FRAM products has resulted in higher costs
associated with the Company's CMOS underlayer supply and external packaging
and testing services.  Slight improvements in the cost of product sales as a
percentage of product revenues for FRAM products are expected during 1997 as
manufacturing efficiencies are achieved at the Company's facility and through
the use of the advanced semiconductor manufacturing processes and facilities
of the Company's foundry alliances, assuming successful completion of
development and product qualification.  The expected improvement in the cost
of product sales as a percentage of product revenues for the Company's EDRAM
products is expected to occur as a result of an overall cost improvement from
the Company's foundries as their prices to the Company are adjusted downward
in relation to standard DRAM pricing.

RESEARCH AND DEVELOPMENT.  In 1996, research and development expenses
increased by $1.4 million (12%) as compared with the same period in 1995, due
primarily to the expensing of a non-recurring, non-cash Employee Incentive
Program approved by the Company's stockholders in December 1995 and terminated
in December 1996.  Such research and development incentive expense totaled
approximately $1.8 million in 1996, the absence of which would have resulted
in a decrease in research and development expenses in 1996 as compared to the
same period in 1995 of approximately $.4 million (3%).  Approximately
$.1 million of such incentive expense was recorded in 1995.  The decrease
in research and development costs is primarily related to a decrease in
manufacturing volumes associated with the Company's research and development
activities. Research and development expenses are expected to increase during
1997, absent the incentive expense referred to above, as the Company develops
new products and processes and supports its existing and expected new alliance
partners in continued FRAM and EDRAM product development.  In 1995, research
and development expenses decreased by $5.0 million (30%) as compared with the
same period in 1994, primarily due to decreases in costs associated with the
purchase of semiconductor wafers used for production of FRAM products and
decreased manufacturing volumes associated with research and development
activities.

CUSTOMER-SPONSORED RESEARCH AND DEVELOPMENT EXPENSES.  In 1996, customer-
sponsored research and development expenses were primarily related to design
development services with eleven different customers, of which expenses
decreased by $64,000 (26%) as compared with the same period in 1995.
Customer-sponsored research and development expenses for 1995, related
primarily to the joint research and development efforts with Racom, Intag and
Hitachi, which expenses decreased $.3 million (55%) as compared to 1994.

SALES, GENERAL AND ADMINISTRATIVE.  In 1996, sales, general and administrative
expenses increased by $.8 million (9%) as compared with the same period in
1995, due primarily to the expensing of a non-recurring, non-cash Employee
Incentive Program approved by the Company's stockholders in December 1995 and
terminated in December 1996.  Such sales, general and administrative
incentive expense totaled approximately $1.1 million in 1996, the absence of
which would have resulted in a decrease in sales, general and administrative
expenses in 1996 as compared to the same period in 1995 of approximately $.3
million (4%).  Approximately $.1 million of such incentive expense was
recorded in 1995.  Such decrease in sales, general and administrative expenses
in 1996 as compared to the same period in 1995 relates primarily to a decrease
in withholding taxes associated with the Company's licensing and royalty
arrangements.  Increases in product sales commissions paid to distributors and
reps during 1996 associated with increased product sales revenues partially
offset such decreases in sales, general and administrative expenses mentioned
above.  In 1995, sales, general and administrative expenses remained flat as
compared with 1994.

INTEREST EXPENSE.  In 1996 and 1995, interest expense, related parties
decreased by $1.7 million (84%) and $.2 million (11%), respectively, as
compared with 1995 and 1994, respectively.  Such decreases were primarily due
to the conversion of debt to equity of approximately $27.0 million of related
party notes payable and associated accrued interest, pursuant to a 1995 debt
conversion agreement.

GAIN ON DISPOSITION OF EQUITY INVESTMENTS.  In 1995, the Company recorded a
gain of $.8 million on the disposition of its equity investment in UMI.  In
May 1995, the Company entered into an agreement with Nippon Steel whereby the
Company sold to Nippon Steel for $1.5 million all of Ramtron's voting and
nonvoting common stock in UMI.

EXPECTED FUTURE RESULTS OF OPERATIONS

The Company is continuing its efforts to improve and increase commercial
production and sales of its EDRAM products and low-density FRAM products,
decrease the cost of producing such products and develop and commercialize new
high and low-density FRAM products and enhancements to its existing FRAM and
EDRAM products.  The Company expects revenues will continue to be sporadic in
the foreseeable future until the Company's products gain wider market
acceptance, new license arrangements are entered into and milestones under the
Company's existing and any new license and development agreements are
achieved.

The Company's ability to significantly increase product sales and achieve
profitability will depend on several factors, including: (i) the completion of
the development and qualification for manufacturing of the Company's high-
density FRAM products; (ii) the completion of the development and
qualification for manufacturing of the Company's EDRAM products with densities
both greater than and less than its existing 4-megabit density; (iii) wider
customer acceptance of its EDRAM products and low-density FRAM products; (iv)
market acceptance of new high and low-density FRAM products which may be
developed; (v) the Company's ability to manufacture its products on a cost-
effective and timely basis in its own facility and through alliance foundry
operations; (vi) the availability and related cost of future financing; and
(vii) factors not directly related to the Company, including market
conditions, competition, technological progression, product obsolescence and
the changing needs of potential customers and the semiconductor industry in
general.

To gain access to advanced CMOS manufacturing processes and facilities,
Ramtron has entered into manufacturing alliances and licensing agreements for
FRAM products with companies having or constructing advanced memory products
manufacturing capability, including Rohm, Hitachi, Toshiba and Fujitsu.  Since
the purchase or construction of an advanced manufacturing facility capable of
mass producing memory devices would require a capital outlay well beyond the
Company's current capital resources, the Company believes that the most
suitable alternative is this strategic-alliance approach which the Company
believes will enable it to develop, manufacture and sell FRAM products more
rapidly and cost-effectively than any other available alternative.  Ramtron's
intention is to utilize current and future alliance relationships as foundry
sources for FRAM products in order to provide the Company with low-cost, high-
volume, high quality FRAM products for resale to customers.  The Company is
also exploring opportunities with potential licensing partners to have such
partners update the Company's existing fabrication facility in Colorado
Springs, Colorado by providing state-of-the-art manufacturing equipment in
lieu of license payments and then sharing manufacturing output of such
facility.  The Company signed a Memorandum of Understanding ("MOU") with SGS-
Thomson incorporating terms similar to these, but no definitive agreement
concerning such facility upgrade exists at this time and there can be no
assurance that a final agreement incorporating such terms will be entered
into.  (See "Pursue Strategic Development and Manufacturing Alliances" above.)

The Company intends to produce EDRAMs through strategic alliances with major
semiconductor companies and to expand the market for EDRAMs by making EDRAM
products available from multiple sources.  This approach avoids the high
capital costs associated with DRAM manufacturing that would have otherwise
been incurred by the Company if it had chosen to manufacture these products
with Company-provided resources.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has relied on its stockholders, and
particularly, since 1989, on Oren L. Benton and the National Electrical
Benefit Fund, to provide working capital for its operations.  Throughout 1992,
1993, 1994 and, in the case of the Fund, through the first four months of
1995, Mr. Benton and the Fund financed the Company's operations through a
series of equity investments and loans; most of such loans were subsequently
converted into equity.  In February 1995, Mr. Benton filed for protection
under Chapter 11 of the United States Bankruptcy Code. As a result of
Mr. Benton's personal bankruptcy, the Company could no longer continue to rely
on Mr. Benton as a source of financing, nor on the Fund under terms that would
have been available had Mr. Benton and the Fund continued to fund the Company
together.  In September 1995, the Company successfully completed a debt
conversion plan which provided for the conversion of a significant portion of
its outstanding debt into equity, and in connection therewith, the Company
received a new $12 million credit facility from the Fund.  The Company has
been successful in financing its working capital requirements from its
operations since May 1995 and has not required any additional financing from
the Fund or any other outside resource since that time.

Net cash used in operating activities was $3.0 million in 1996 compared with
$1.3 million provided by operations in 1995.  The $4.3 million increase in net
cash used in operations in 1996 when compared with 1995 resulted primarily
from a significant increase in accounts receivable and inventories during the
last half of 1996.  Accounts receivable increased in 1996 by $4.2 million over
1995 primarily as a result of a new license agreement signed in late December
1996. The first payment pursuant to the terms of that license agreement in the
amount of $3.0 million was received in early January 1997.  Inventories
increased as of the end of 1996 by $1.8 million resulting from production
decisions made during the third quarter of 1996 pertaining to the
Company's EDRAM products.  Manufacturing starts have since been slowed to
bring EDRAM inventories to an optimum level to maximize the Company's
inventory turns and cash flows from product sales and yet provide product to
the Company's customers in a timely manner.  A major source of cash provided
by operating activities during 1996 resulted from the Company applying EDRAM
production security deposits of $5.4 million held by Nippon Steel at the end
of 1995, to purchase EDRAM products during 1996. As of December 31, 1996,
Nippon Steel no longer required a deposit to secure production of such EDRAM
products and the amount left on deposit with Nippon Steel at the end of 1996
was negligible.  Net cash provided by operating activities in 1995 of $1.3
million increased by $19.5 million from net cash used in operating activities
in 1994 of $18.2 million.  The $19.5 million increase in cash provided by
operations in 1995 when compared to 1994 resulted primarily from a $17.5
million improvement in the Company's net loss for the year and from the
prepayment of license fees from certain license partners which was recorded as
deferred revenue.

Net cash used in investing activities was $.6 million in 1996 compared to net
cash provided by investing activities of $1.3 million in 1995. The $1.9
million decrease in net cash provided by investing activities in 1996 when
compared with 1995 resulted primarily from a decrease in the proceeds from the
sale of assets.  In 1995, the Company entered into an agreement with Nippon
Steel under which the Company sold its interest in UMI, a jointly owned DRAM
design resource, to Nippon Steel for $1.5 million. No such transaction
occurred in 1996.  The purchase of capital equipment and facility
modifications increased by $.2 million (37%) in 1996 when compared with 1995
and was primarily related to the addition of new test equipment, the
improvement of existing manufacturing equipment and the purchase of computer
related equipment used primarily in research and development activities.  Net

cash provided by investing activities of $1.3 million in 1995, increased by
$2.2 million from net cash used in investing activities in 1994 of $.9
million. The $2.2 million increase in cash provided by investing activities in
1995 when compared to 1994 resulted primarily from the proceeds received from
the sale of a jointly owned DRAM design resource of $1.5 million as well as a
reduction in the purchase of capital equipment by $1.1 million.

Net cash provided by financing activities was $.5 million in 1996 compared
with $3.5 million in 1995.  The $3.0 decrease in net cash provided by
financing activities in 1996 when compared with 1995 resulted primarily from
the Company's ability to cash flow its operations with internally generated
cash flows and therefore requiring no additional outside funding.  In 1995,
the Company received approximately $2.6 million in outside funding pursuant to
a $12.0 million line of credit with the Fund, one of the Company's principal
shareholders. Net cash provided by financing activities of $3.5 million in
1995, increased by $1.0 million from net cash provided by financing activities
in 1994 of $2.5 million. The $1.0 million increase in cash provided by
financing activities in 1995 when compared to 1994 resulted primarily from the
proceeds received from the sale of the Company's stock associated with the
exercise of employee stock options. Net cash provided by financing activities
of $2.5 million in 1994, decreased by $43.6 million from net cash provided by
financing activities in 1993 of $46.1 million.

During 1996, the Company received approximately $6.3 million in cash relating
to milestone achievements, license expansion agreements and product design
programs with existing FRAM technology license partners.  Milestone
payments pursuant to these agreements are expected to create additional cash
flows during 1997 and 1998 subject to the fulfillment of certain milestone
conditions.  The Company also recorded an increase in product sales of
approximately $6.8 million (62%) in 1996 creating an additional source of cash
flow for the Company.  An increase in product sales activity and new license
arrangements are anticipated in 1997.  No additional draws on the Company's
$12 million credit facility with the Fund were made during 1996 leaving an
available balance of $9.4 million as of December 31,1996.

During 1997, the Company intends to finance its operations by relying on its
existing cash resources at December 31, 1996 of approximately $3.2 million,
expected cash receipts from new license agreements, cash receipts from the
sale of the Company's products, and license and milestone payments to the
Company on existing license agreements of approximately $9.0 million. The
Company received $3.0 million of such license and milestone payments in
January 1997.  The remaining $6 million of license payments are payable in
part upon (i) the first sale of product by a certain licensee or in December
1997, whichever occurs first, and (ii) the completion of two preliminary
designs for a certain licensee.  If certain of these development milestones
are not met during 1997, the resulting loss of license revenues to the Company
could have a material adverse effect on the Company's results of operations or
financial condition.  If required, the Company also has amounts available to
it under its credit facility with the Fund of approximately $9.4 million as of
December 31, 1996.  Such credit facility agreement does not contain any
special requirements for the Company to satisfy any performance criteria or
specific financial covenants other than those typically found in standard
commercial credit agreements in order for the Company to borrow amounts
pursuant to the credit facility.

The Company anticipates that during 1997, the level of the Company's operating
expenses will increase to support anticipated sales growth and to further the
research and development efforts associated with internal product development
and to support existing and potential new licensing partners.  The Company
anticipates an increase in capital equipment expenditures during 1997 to
fulfill certain manufacturing requirements for both FRAM and EDRAM products.
The Company will pursue leasing arrangements to finance such capital equipment
purchases, although there can be no assurance that the Company will be able to
arrange such financing, or if financing is available, if it will be on terms
acceptable to the Company.

Based on the Company's capital resources as of December 31, 1996 and amounts
available to the Company under its credit facility with the Fund and based on
expected near term revenues and operating costs, the Company expects to be
able to fund its operations through at least 1997.  The Company's future
capital requirements include financing the growth of working capital items
such as accounts receivable and inventory and the purchase of equipment.  The
Company is continuing to pursue additional license and development
arrangements with third parties and will continue to seek reasonable sources
of capital to satisfy its future operating and working capital requirements,
but it has not yet identified any specific new sources of capital.

Item  8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements:                                              Page

Report of Independent Public Accountants                            F-1

Consolidated Balance Sheets as of December 31, 1996 and 1995        F-2

Consolidated Statements of Operations
for the years ended December 31, 1996, 1995 and 1994                F-3

Consolidated Statements of Stockholders' Equity (Deficit)
for the years ended December 31, 1996, 1995 and 1994                F-4

Consolidated Statements of Cash Flows 
for the years ended December 31, 1996, 1995 and 1994                F-5

Notes to Consolidated Financial Statements                       F-6 to F-18

Financial Statement Schedules:

Schedule II:  Valuation and Qualifying Accounts                    F-19


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


The Board of Directors and Stockholders of
Ramtron International Corporation:

We have audited the accompanying consolidated balance sheets of Ramtron
International Corporation (a Delaware corporation) as of December 31, 1996 and
1995, and the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for each of the three years in the period
ended December 31, 1996.  These financial statements and the schedule referred
to below are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  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 financial statements referred to above present fairly, in
all material respects, the financial position of Ramtron International
Corporation as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedule listed in the index of
financial statements is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not a required part of the
basic financial statements.  This schedule has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.


/S/ Arthur Andersen LLP

Denver, Colorado,
   February 7, 1997.



                         RAMTRON INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1996 and 1995
                    (in thousands, except par value amounts)
                                 -------------
                                                           1996        1995
                                                         --------    ---------
                                                               
     ASSETS

Current assets:
   Cash and cash equivalents                              $ 3,182     $ 6,283
   Accounts receivable, less allowances
     of $721 and $284, respectively                         6,810       2,599
   Inventories                                              7,342       5,552
   Deposits                                                    20       5,445
   Prepaid expenses                                           503         839
   Other current assets                                        69         118
                                                          -------     -------
      Total current assets                                 17,926      20,836

Property, plant and equipment, net                          8,697      10,169
Intangible assets, net                                      5,118       5,532
Other assets                                                   21          21
                                                          -------     -------
                                                          $31,762     $36,558
                                                          =======     =======
     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                       $ 1,992     $ 3,347
   Accrued liabilities                                      1,202       1,516
   Accrued royalties                                          612         229
   License rights                                           1,100         550
   Deferred revenue                                           863       2,499
                                                          -------     -------
      Total current liabilities                             5,769       8,141

Long-term promissory note and accrued
   interest, related party                                  3,171       2,854
Long-term license rights                                      550       1,100
                                                          -------     -------
      Total liabilities                                     9,490      12,095
                                                          -------     -------
Commitments and contingencies (Notes 7 and 14)

Stockholders' equity:
   Preferred stock, $.01 par value, 10,000 shares
     authorized: no shares issued and outstanding              --          --
   Common Stock, $.01 par value, 75,000 shares
     authorized:  36,997 and 36,387 issued and
     outstanding, respectively                                370         364
   Additional paid-in capital                             151,830     148,290
   Accumulated deficit                                   (129,928)   (124,191)
                                                          -------     -------
      Total stockholders' equity                           22,272      24,463
                                                          -------     -------
                                                          $31,762     $36,558
                                                          =======     =======
See accompanying notes.




                         RAMTRON INTERNATIONAL CORPORATION
                       CONSOLIDATED STATEMENTS OF OPERATIONS
              for the years ended December 31, 1996, 1995 and 1994
                    (in thousands, except per share amounts)
                                 -------------

                                                  1996      1995       1994
                                                --------  --------   --------
                                                            
Revenue:
   Product Sales                                 $17,942   $11,105   $14,221
   Royalties                                          --     6,500     2,653
   License and development fees                   13,250    11,000     3,000
   Customer-sponsored research
     and development                                 199       281       575
                                                 --------  --------  --------
                                                  31,391    28,886    20,449
                                                 --------  --------  --------
Costs and expenses:
   Cost of product sales                          14,032    10,253    13,219
   Research and development                       12,925    11,489    16,454
   Customer-sponsored research
     and development                                 179       243       535
   Sales, general and administrative               9,486     8,734     8,780
                                                 --------  --------  --------
                                                  36,622    30,719    38,988

Operating loss                                    (5,231)   (1,833)  (18,539)

Interest expense, related parties                   (317)   (1,980)   (2,227)
Gain on sale of equity investment                     --       788        --
Other income (expense), net                         (189)      543       807
                                                 --------  --------  --------
Net loss                                         $(5,737)  $(2,482) $(19,959)
                                                 ========  ========  ========
Net loss per share                                $(0.16)   $(0.11)   $(1.14)
                                                 ========  ========  ========
Weighted average shares outstanding               36,507    21,653    17,526
                                                 ========  ========  ========
See accompanying notes.




                         RAMTRON INTERNATIONAL CORPORATION
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
              for the years ended December 31, 1996, 1995 and 1994
                                (in thousands)
                                --------------
                                                   1996      1995      1994
                                                 --------  --------  --------
                                                            
Cash flows from operating activities:
   Net loss                                      $(5,737)  $(2,482) $(19,959)
   Adjustments to reconcile net loss to net
     cash provided by (used in) operating
     activities:
     Stock based compensation                      2,910        --        --
     Depreciation and amortization                 2,860     3,020     2,961
     Interest expense from conversion of
       promissory notes                               --     1,726        --
     Gain on sale of assets                          (85)     (788)     (708)
     Other                                            --        38       166

   Changes in assets and liabilities:
     Accounts receivable                          (4,211)    1,006    (1,400)
     Inventories                                  (1,790)    5,651     3,889
     Deposits                                      5,425    (5,445)       --
     Prepaid expenses                                336      (776)      (93)
     Accounts payable and accrued liabilities     (1,137)   (2,750)   (2,845)
     Long-term accrued interest, related parties     317       254        --
     Deferred revenue                             (1,636)    2,326      (411)
     Other                                          (281)     (470)      178
                                                 --------  --------  --------
        Net cash provided by (used in)
          operating activities                    (3,029)    1,310   (18,222)
                                                 --------  --------  --------
Cash flows from investing activities:
   Purchase of property, plant and equipment        (750)     (548)   (1,668)
   Investment in joint venture                        --       (15)      (78)
   Proceeds from sale of assets                      192     1,875       833
                                                 --------  --------  --------
        Net cash provided by (used in)
          investing activities                      (558)    1,312      (913)
                                                 --------  --------  --------
Cash flows from financing activities:
   Proceeds from notes payable, related parties       --     3,579     6,046
   Payments on notes payable, related parties         --      (810)   (3,715)
   Payments of long-term debt and capital
     lease obligations                                --       (22)      (41)
   Payments on license rights payable                 --      (500)       --
   Issuance of common stock, net of expenses         486     1,233       172
                                                 --------  --------  --------
        Net cash provided by financing
          activities                                 486     3,480     2,462
                                                 --------  --------  --------
Net increase (decrease) in cash and 
  cash equivalents                                (3,101)    6,102   (16,673)

Cash and cash equivalents, beginning of year       6,283       181    16,854
                                                 --------  --------  --------
Cash and cash equivalents, end of year           $ 3,182   $ 6,283   $   181
                                                 ========  ========  ========
See accompanying notes.




                                           RAMTRON INTERNATIONAL CORPORATION
                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                 for the years ended December 31, 1996, 1995 and 1994
                                       (in thousands, except par value amounts)
                                                  --------------

                                             Convertible
                                           Preferred Stock    Common Stock
                                          ($.01) Par Value  ($.01) Par Value   Additional                    Total
                                          ----------------  ----------------    Paid-in    Accumulated    Stockholders'
                                           Shares  Amount    Shares  Amount      Capital     Deficit     Equity(Deficit)
                                           ------  ------    ------  ------    ----------  -----------   ---------------
                                                                                    
Balances, December 31, 1993                 3,334    $33     14,310    $143     $120,043     $(101,750)       $18,469

Issuance of stock:
 Exercise of options                           --     --        148       2          258            --            260
 Conversion of Series B preferred stock    (3,334)   (33)        --      --           --            --            (33)
 From conversion of Series B preferred
   stock to Series C preferred stock
   and common stock                         3,334     33      3,334      33          (33)           --             33
Stock issuance costs                           --     --         --      --          (88)           --            (88)
Net loss for year ended December 31, 1994      --     --         --      --           --       (19,959)       (19,959)
                                           ---------------------------------------------------------------------------
Balances, December 31, 1994                 3,334     33     17,792     178      120,180      (121,709)        (1,318)

Issuance of stock:
 Conversion of promissory notes                --     --      8,773      88       26,942            --         27,030
 Exercise of options                           --     --        314       3        1,451            --          1,454
 Conversion of Series C preferred stock    (3,334)   (33)     9,508      95          (62)           --             --
Stock issuance costs                           --     --         --      --         (221)           --           (221)
Net loss for year ended December 31, 1995      --     --         --      --           --        (2,482)        (2,482)
                                           --------------------------------------------------------------------------
Balances, December 31, 1995                    --     --     36,387     364      148,290      (124,191)        24,463

Issuance of stock:
 Stock based compensation                      --     --        429       4        3,056            --          3,060
 Exercise of options                           --     --        182       2          673            --            675
 Cancellation of treasury stock                --     --         (1)     --          (13)           --            (13)
Stock issuance costs                           --     --         --      --         (176)           --           (176)
Net loss for year ended December 31, 1996      --     --         --      --           --        (5,737)        (5,737)
                                           --------------------------------------------------------------------------
Balances, December 31, 1996                    --    $--     36,997    $370     $151,830     $(129,928)       $22,272
                                           ==========================================================================

See accompanying notes.



                        RAMTRON INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       December 31, 1996, 1995 and 1994
                           ------------------------

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

DESCRIPTION OF BUSINESS.  Ramtron International Corporation (the "Company")
designs, develops, manufactures and markets high-performance specialty
semiconductor memory devices.  The Company has two product lines,
ferroelectric nonvolatile random access memory (FRAM (registered trademark))
products and high-speed DRAM products, called Enhanced-DRAM (EDRAM) products.

To date, the Company has generated revenue principally under 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 and beginning in 1993 from the sale
of its FRAM and EDRAM products.  Product sales (primarily EDRAM) have been
made to various customers for use in a variety of applications including
consumer electronics, telecommunications, accelerator boards, disk controllers
and industrial control devices.  During 1996, 1995 and 1994, the Company's
revenues have been derived from several customers within these industries
(Note 10).

USE OF ESTIMATES.  The preparation of financial statements in conformity with
generally accepted accounting principles 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 revenues and
expenses during the reporting periods.  Actual results could differ from those
estimates.

PRINCIPLES OF CONSOLIDATION.  The accompanying financial statements include
the consolidation of accounts for the Company's wholly owned subsidiaries,
Enhanced Memory Systems, Inc. ("EMS"), which was created in May 1995 and
Ramtron Kabushiki Kaisha ("Ramtron K.K."), which was created in July 1996.
The Company formed the wholly owned subsidiary, EMS, to operate its EDRAM
business.  The Company formed Ramtron K.K., to act in a sales and marketing
role within Japan for the Company's products and to function as a liaison
between the Company and its Japan alliance partners.  To date, Ramtron K.K.
has had limited operations.  All material intercompany accounts and
transactions have been eliminated in consolidation.

REVENUE RECOGNITION.  Revenue from product sales to direct customers is
recognized upon shipment.  The Company defers recognition of sales to
distributors which allow rights of return and price protection until
distributors have resold the products.

Royalty revenue is recognized upon the Company's fulfillment of its
contractual obligations and determination of a fixed royalty amount, or, in
the case of ongoing unit royalties, upon sales by the licensee of royalty-
bearing products, as estimated by the Company.

Revenue from the sale of licenses of technology which are nonrefundable and
for which no significant future obligations exist is recognized when the
license is signed.  Revenue from the sale of licenses which are refundable or
for which future obligations exist is recognized when the Company has
completed its obligations under the license.  Certain research and development
activities are conducted for third parties and such revenue is recognized as
the services are performed.

INVENTORIES. Inventories are stated at the lower of cost or market value.  The
first-in, first-out method of costing inventories is used.

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

The cost of assets sold or retired and the related accumulated depreciation or
amortization are removed from the accounts and the resulting gain or loss is
reflected in the consolidated statements of operations in the period in which
such sale or disposition occurs.

INTANGIBLE ASSETS.  Intangible assets are recorded at cost and are amortized
over their estimated useful lives using the straight-line method.

INCOME TAXES.  The Company recognizes deferred income tax assets and
liabilities for the expected future income tax consequences, based on enacted
tax laws, of temporary differences between the financial reporting and tax
bases of assets, liabilities and carryovers.  The Company recognizes deferred
tax assets for the expected future effects of all deductible temporary
differences, loss carryovers and tax credit carryovers.  Deferred tax assets
are then reduced, if deemed necessary, by a valuation allowance for the amount
of any tax benefits which, more likely than not, based on current
circumstances, are not expected to be realized (Note 12).

CASH AND CASH EQUIVALENTS.  For purposes of the consolidated statements of
cash flows, the Company considers all cash and highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.

NET LOSS PER SHARE.  Net loss per share is computed by dividing net loss by
the weighted average number of shares of common stock outstanding during each
period presented.  Certain common stock options and warrants are common stock
equivalents, however, they have not been included in net loss per share
calculations due to their antidilutive effect.

NEW ACCOUNTING STANDARDS. In March 1995, the Financial Accounting Standards
Board issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of."  SFAS No. 121 requires that
long-lived assets and certain identifiable intangibles to be held and used by
an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  The Company adopted the provisions of SFAS No. 121 during 1996.
The adoption of SFAS No. 121 did not have a significant impact on the
Company's consolidated financial position and results of operations.

RECLASSIFICATIONS.  Certain reclassifications to prior years' financial
statements have been made to conform to the current year's presentation.

2.  LIQUIDITY AND CAPITAL RESOURCES:

During 1995, several significant events occurred which affected the Company's
liquidity and capital resources.  These events included the conversion of
substantially all of its outstanding debt and related accrued interest to
common stock of the Company, the receipt of approximately $11.0 million in
cash relating to the sale of nonexclusive, nontransferable technology licenses
to third parties and the execution of a credit facility with the National
Electrical Benefit Fund (the "Fund"), a principal stockholder, for a total of
$12.0 million, of which $2.6 million was drawn during 1995.

During 1996, the Company received approximately $6.3 million in cash relating
to milestone achievements, license expansion agreements and product design
programs with existing FRAM technology license partners.  Milestone
payments pursuant to these agreements are expected to create additional cash
flows during 1997 and 1998.  The Company also applied cash deposits held by a
foundry source in 1995 of approximately $5.4 million to purchase EDRAM
products manufactured by such foundry during 1996.  Further, product sales
increased by 62% or approximately $6.8 million during 1996 creating an
additional source of cash flow for the Company.  No additional draws on the
Company's $12 million credit facility with the Fund were made during 1996.

Due to the factors discussed above and other factors, management believes that
existing financial resources at December 31, 1996, as well as expected 1997
cash flows from operations will enable the Company to continue as a going
concern through at least December 31, 1997.  These resources include existing
cash at December 31, 1996 of approximately $3.2 million, expected cash
receipts from new license agreements, cash receipts from the sale of the
Company's products, available amounts under its credit facility of
approximately $9.4 million, and license and milestone payments to the Company
on existing license agreements of approximately $9.0 million.  The Company
received $3 million of such license and milestone payments in January 1997.

3.  INVENTORIES:

Inventories consist of:


                                           December 31,
                                        ------------------
                                         1996        1995
                                        ------      ------
                                          (in thousands)
                                              
          Finished goods                $6,174      $3,149
          Work in process                1,055       2,115
          Raw materials                    113         288
                                        ------      ------
                                        $7,342      $5,552
                                        ======      ======


4.  PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of:


                                               Estimated      December 31,
                                              Useful Lives  -----------------
                                               (In Years)     1996      1995
                                              ------------  -------   -------
                                                              (in thousands)
                                                             
Land                                               --       $   668   $   668
Buildings and improvements                     18 and 10      8,750     8,704
Equipment                                          5         12,058    11,777
Office furniture and equipment                     5            621       579
Equipment held under capital lease obligations     5             19        --
                                                            -------   -------
                                                             22,116    21,728
Less accumulated depreciation and amortization              (13,419)  (11,559)
                                                            -------   -------
                                                            $ 8,697   $10,169
                                                            =======   =======


Depreciation and amortization expense for property, plant and equipment was
$2,115,000, $2,621,000, and $2,675,000 for 1996, 1995, and 1994, respectively.
Maintenance and repairs expense was $443,000, $415,000, and $614,000 for 1996,
1995 and 1994, respectively.

5.  INTANGIBLE ASSETS:

Intangible assets consist of:


                                               Estimated        December 31,
                                              Useful Lives    ---------------
                                               (In Years)      1996     1995
                                              ------------    ------   ------
                                                              (in thousands)
                                                              
Patents and trademarks                             10         $2,690   $2,359
License rights                                      5          2,150    2,150
Costs in excess of net assets purchased            17          4,529    4,529
                                                              ------   ------
                                                               9,369    9,038
Less accumulated amortization                                 (4,251)  (3,506)
                                                              ------   ------
                                                              $5,118   $5,532
                                                              ======   ======


In August 1995, the Company entered into a cross license agreement with a
third party regarding the use of certain ferroelectric technology in the
development and production of ferroelectric integrated circuit memories.  The
Company is required to pay a technology license fee in four annual
installments to the third party as consideration for certain rights received
under the cross license agreement.  Such license fee is included in intangible
assets for the year ending December 31, 1996 and is being amortized over the
five-year term of the cross license agreement.

Amortization expense of intangible assets was $745,000, $391,000, and $286,000
for 1996, 1995 and 1994, respectively.

6.  INVESTMENTS IN JOINT VENTURES:

In 1991, the Company sold a license to Racom Systems, Inc. ("Racom") to use
the Company's ferroelectric technology in certain applications in exchange for
an initial license fee, future license fees and royalties and one-third of the
capital stock of Racom.  In February 1995, the Company and Racom amended their
nonexclusive license agreement and the Company, in exchange for a license fee
of $1,000,000 and shares representing approximately 10% of the outstanding
shares of Racom common stock, agreed to extend the exclusive supply period
provision of the license agreement to the end of the year 2005.  As of
December 31, 1996, the Company's ownership interest in Racom was approximately
42%.  The Company has recorded its investment in Racom at a nominal amount.
The Company has no commitments to fund the operations of Racom and,
accordingly, has not recorded losses in excess of its investment.

7.  COMMITMENTS:

LEASE COMMITMENTS.  The Company has approximately $559,000 in commitments
under noncancelable operating leases expiring in 2002 for various equipment.
Total rent expense on all operating leases was $393,000, $193,000, and
$431,000 for 1996, 1995, and 1994, respectively.

EMPLOYMENT SECURITY PROGRAM.  In May 1995, the Board of Directors of the
Company adopted, and in December 1995 the Company's stockholders approved, an
Employment Security Program (the "Severance Plan") pursuant to which
substantially all full-time employees of the Company on May 18, 1995 were
entitled to receive severance pay and accrued vacation pay following
involuntary termination of employment initiated after May 18, 1995 and on or
before October 25, 1996.  The Employment Security Program terminated on
October 25, 1996, and no employee received benefits under this program.

INCENTIVE PROGRAM.  In May 1995, the Board of Directors of the Company
adopted, and in December 1995 the Company's stockholders approved, an
Incentive Program pursuant to which the Company would, in December 1996, award
bonuses payable in cash or the Company's common stock to eligible employees of
the Company.  The purposes of the Incentive Program were to retain and
motivate employees of the Company in order to ensure the growth and success of
the Company.  Under the Incentive Program, on October 25, 1996, the Company
established an employee bonus pool in the amount equal to the principal amount
of the funds initially set aside by the Company for the Company's Severance
Plan less the amount of any severance payments made by the Company to its
employees under the Severance Plan above.  As of October 25, 1996, the
amount of the bonus pool was $1,502,769.

On December 2, 1996, the Company would distribute to eligible employees of the
Company all of the funds in the bonus pool.  Employees eligible to receive a
distribution on December 2, 1996 could elect to receive their distribution
either in cash or in common stock of the Company.  If an employee elected to
receive their distribution in common stock, the number of shares distributed
to the employee would be equal to the total cash value of the employee's
distribution divided by $3.50, which amount approximated the last reported
sale price for the Company's common stock as reported on The Nasdaq Stock
Market on April 26, 1995.  On December 2, 1996, all employees eligible to
receive a distribution pursuant to the Incentive Program elected to receive
their distributions in common stock of the Company.  The Incentive Program
terminated on December 2, 1996 after the distribution thereunder had been
made.

The Company accounted for the Incentive Program by amortizing the total
estimated expense of the Incentive Program evenly over the period of time
between the date of shareholder approval of the plan, December 15, 1995, and
the bonus pool distribution date of December 2, 1996.  The total expense of
the Incentive Program was estimated on a quarterly basis and was determined
based upon either the minimum cash payout or the market price of the Company's
common stock if such market price was in excess of $3.50 per share.  During
1996 and 1995, the Company expensed approximately $2,910,000 and $150,000,
respectively, under the Incentive Program.

EMPLOYMENT AGREEMENT.  The Company has an employment agreement with an
employee, which provides for certain payments and continuation of benefits
should his employment terminate as defined in the employment agreement.

8.  STOCKHOLDERS' EQUITY:

SERIES C CONVERTIBLE PERFORMANCE RIGHT PREFERRED STOCK.  In December 1993, the
Company issued through a private placement, 1,685,000 shares of its Series B
convertible preferred stock, $.01 par value, for $15,162,000 ($9.00 per share)
of cash.  Concurrently, the Company elected to convert $14,840,000 of

convertible promissory notes issued to its two principal stockholders into
1,649,000 shares of Series B convertible preferred stock under the same terms
as the private placement.  In January 1994, each share of Series B convertible
preferred stock automatically converted into one share of common stock and one
share of Series C convertible performance right preferred stock, $.01 par
value ("Series C preferred stock").  Such conversion occurred at the time the
Company registered with the Securities and Exchange Commission the resale of
the common stock and Series C preferred stock.  On December 15, 1995, all
outstanding Series C preferred stock totaling 3,333,565 shares converted into
approximately 9,507,650 shares of the Company's common stock pursuant to the
terms of such preferred stock.  As of December 31, 1996, there was no
preferred stock issued and outstanding.

WARRANTS.  Warrants to purchase shares of the Company's common stock,
including warrants issued to related parties (Note 9), are as follows:


                                                      Number of Shares
                                                -----------------------------
                                                       (in thousands)
                                 Exercise        Principal
                              Price Per Share   Stockholders   Others   Total
                              ---------------   ------------   ------   -----
                                                            
Outstanding and exercisable
at December 31, 1993            $9.80-$35.00       6,849         --     6,849

Cancelled                          $9.80            (960)        --      (960)
                                                -----------------------------
Outstanding and exercisable
at December 31, 1994            $9.80-$52.50       5,889         --     5,889

Granted                            $4.15          11,018      1,100    12,118
Cancelled                       $4.15-$52.50      (9,918)    (1,100)  (11,018)
                                                -----------------------------
Outstanding and exercisable
at December 31, 1995               $4.15           6,989         --     6,989
                                                -----------------------------
Outstanding and exercisable
at December 31, 1996               $4.15           6,989         --     6,989
                                                =============================


All of the above warrants as of December 31, 1996 have a per share exercise
price of $4.15, are currently exercisable and expire in August 2000.  The
Company has determined that all outstanding warrants had a nominal value at
the time of issuance.

STOCK OPTIONS.  The Company has three stock option plans, the Amended and
Restated 1986 Stock Option Plan (the "1986 Plan"), the 1989 Nonstatutory Stock
Option Plan (the "1989 Plan") and the 1995 Stock Option Plan (the "1995 Plan")
(collectively, the "Plans"). The Plans reserve 5,678,570 shares of the
Company's common stock for issuance and permit the issuance of nonqualified
stock options.  The exercise price of all nonqualified stock options must be
equal to at least 85% of the fair market value of the common stock on the date
of grant in the 1986 and 1989 Plans and 95% in the 1995 Plan, and the maximum
term of each grant is ten years.  Options granted become exercisable in full
or in installments pursuant to the terms of each agreement evidencing options
granted.  The 1986 and the 1995 Plans also permit the issuance of incentive

stock options.  As of December 31, 1996, the Company has not granted any
incentive stock options.  The Company accounts for these plans under APB
Opinion No. 25, under which no compensation cost has been recognized.

During 1995, the Financial Accounting Standards Board issued SFAS 123,
"Accounting for Stock Based Compensation," which defines a fair value based
method of accounting for employee stock options or similar equity instruments
and encourages all entities to adopt that method of accounting for all of
their employee stock compensation plans.  However, it also allows an entity to
continue to measure compensation cost for those plans using the method of
accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to
Employees."  Entities electing to continue under the guidance of APB Opinion
No. 25 must make pro forma disclosures of net income and earnings per share,
as if the fair value based method of accounting had been applied.

Had compensation costs for these plans been determined consistent with FASB
Statement No. 123, the Company's net loss and net loss per share would have
been reported as follows:


                                      Year Ended             Year Ended
                                   December 31, 1996      December 31, 1995
                                   -----------------      -----------------
                                                    

Net Loss (in thousands)
   As reported                        $(5,737)               $(2,482)
   Pro forma                           (8,784)                (4,348)

Net Loss Per Share
   As reported                         $(0.16)                $(0.11)
   Pro forma                            (0.24)                 (0.20)


Because the SFAS No. 123 method of valuation has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation costs
may not be representative of value to be expected in future years.
Additionally, 1995 amounts include a charge from amending the exercise price
of certain options granted prior to January 1, 1995.

For disclosure purposes, the fair value of stock based compensation was
computed using the Black-Scholes option pricing model as prescribed by SFAS
No. 123 with the following weighted average assumptions used for 1996 and 1995
grants:

          Risk Free Interest Rate            6.30%
          Expected Dividend Yield               0%
          Expected Lives                     3.5 years
          Expected Volatility                  50%

Activity in the Plans is as follows:


                                               Number of Shares
                                     -------------------------------------
                                                   (in thousands)
                 Weighted Average  Directors
                    Exercise          and
                 Price Per Share   Officers   Employees   Others     Total
                 ----------------  --------   ---------  --------  ---------
                                                        
Outstanding at
December 31, 1993      $8.74         785        582        601      1,968

Granted                $6.04         633        491        351      1,375
Cancelled              $9.81        (736)(1)   (606)(1)   (501)(1) (1,743)
Exercised              $1.75          --        (48)      (100)      (148)
Reclassified           $6.00         (39)        --         39         --
                                   --------------------------------------
Outstanding at
December 31, 1994      $5.61         643        419        390      1,452

Granted                $4.15       1,083(2)     297(2)      35(2)   1,415(2)
Cancelled              $5.45        (819)(2)   (374)(2)   (200)(2) (1,393)(2)
Exercised              $4.60          --       (172)      (142)      (314)
Reclassified           $4.36        (142)       124         18         --
                                   --------------------------------------
Outstanding at
December 31, 1995      $4.29         765        294        101      1,160

Granted                $6.76         612      2,109         50      2,771
Cancelled              $6.37         (20)       (58)        --        (78)
Exercised              $4.20         (55)       (57)       (35)      (147)
Reclassified           $6.12          88       (112)        24         --
                                   --------------------------------------
Outstanding at
December 31, 1996      $6.10       1,390      2,176        140      3,706
                                   ======================================
Exercisable at
December 31, 1996      $4.45         563        139        105        807
                                   ======================================
- ------------

(1)  In July 1994, the Company amended options under the Company's stock
option plans with exercise prices of between $9.80 and $14.00 per share to (i)
provide for a new exercise price equal to $6.00 per share and (ii) reduce the
number of shares subject to each option to an amount equal to 70% of the
number of shares subject to the option at the time of amendment.  The number
of cancelled options resulting from the repricing totalled 487,574.

(2)  The Company granted options to purchase an aggregate of 1,415,309 shares
in 1995 comprised of (i) options covering 995,309 shares which were originally
granted at various times between April 1989 and April 1995 and were amended in
July 1995 pursuant to the 1995 Debt Conversion Agreement solely to reduce the
exercise price thereof to $4.15 per share and (ii) additional grants of
options covering 420,000 shares.


The weighted average fair value of shares granted during the years ended
December 31, 1995 and 1996 are $2.08 and $3.78, respectively.

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

                                          Weighted Average
                                       -------------------------
     Exercise Price     Number of      Exercise      Contractual
         Range           Shares         Price           Life
     --------------     ---------      --------      -----------
         $1.75             29,461       $1.75           1.99
         $4.15            841,618       $4.15           6.32
     $5.69 - $6.89      2,765,736       $6.71           9.34
     $8.02 - $8.19         69,500       $8.14           9.51

The Company has also granted options not subject to the Plans to others.
Activity involving such options is as follows:


                                                Exercise
                                             Price Per Share  Number of Shares
                                             ---------------  ----------------
                                                               (in thousands)
                                                        
Outstanding at December 31, 1994 and 1995        $1.75               38

Exercised                                        $1.75              (35)
                                                                    -----
Outstanding and exercisable
at December 31, 1996                             $1.75                3
                                                                    =====

9.  RELATED PARTY TRANSACTIONS:

Mr. Oren L. Benton ("Mr. Benton") and the Fund are principal stockholders of
the Company.

TRANSACTIONS INVOLVING OREN L. BENTON. In September 1995, pursuant to a Debt
Conversion Agreement dated July 31, 1995 (the "1995 Debt Conversion
Agreement"), between the Company, Mr. Benton, the Fund and BEA Associates,
Inc. ("BEA"), BEA purchased all of Mr. Benton's and an unaffiliated third
party assignee's rights in a $12,000,000 Note held by Mr. Benton and the
unaffiliated third party assignee.  BEA then converted all outstanding
principal and interest under such note in the aggregate amount of $16,947,583
as of July 31, 1995 into an aggregate of 5,500,000 shares of common stock.  In
connection with such conversion, the Company also issued to BEA in September
1995 five-year warrants to purchase an aggregate of 1,100,000 shares of common
stock at an exercise price of $4.15 per share, which warrants BEA then
transferred to Mr. Benton.  BEA also granted to Mr. Benton an 18-month option
to purchase the 5,500,000 shares of common stock acquired by BEA at exercise
prices ranging from $5.00 to $7.50 per share depending on the date of
exercise.  The 18-month option granted to Mr. Benton was not exercised and
expired on March 14, 1997.

In September 1995, pursuant to the 1995 Debt Conversion Agreement, Mr. Benton
converted all outstanding principal and interest under a 1993 secured note
held by him and all remaining outstanding interest under a previously
converted note in the total amount of $3,670,919 as of July 31, 1995 into
1,191,470 shares of common stock and exchanged the warrants then held by
Mr. Benton to purchase an aggregate of 1,861,216 shares of the Company's
common stock for new five-year warrants to purchase the same number of shares
at an exercise price of $4.15 per share.  A 1994 unsecured note held by

Mr. Benton in the aggregate amount (principal and interest as of July 31,
1995) of $2,742,908 was also converted into 890,265 shares of common stock
pursuant to the 1995 Debt Conversion Agreement.

The Company also granted to Mr. Benton under the 1995 Debt Conversion
Agreement certain rights to register under the Securities Act for resale all
of the warrants and shares of common stock issued to Mr. Benton pursuant to
the 1995 Debt Conversion Agreement.  In the 1995 Debt Conversion Agreement,
the Company, the Fund and BEA also agreed that for as long as Mr. Benton
beneficially owns 5% or more of the issued and outstanding shares of the
Company's common stock, they will use their best efforts to cause one designee
of Mr. Benton to serve on the Company's Board of Directors.

TRANSACTIONS WITH THE FUND.  Pursuant to a Stock and Warrant Purchase
Agreement dated March 13, 1989 between the Company and the Fund, as amended by
Amendment No. 1 thereto dated June 29, 1989 (the "1989 Fund Purchase
Agreement"), the Company agreed to pay to the Fund, for as long as the Fund
owns at least 5% of the outstanding shares of the Company's common stock, a
reasonable monthly consulting fee of not more than $5,000 and to reimburse the
Fund for all out-of-pocket expenses incurred in monitoring the Fund's
investment in the Company.  During 1996, 1995 and 1994, the Company was
obligated to pay to the Fund approximately $60,000, $89,300, and $81,400,
respectively, in payment of such fees and expenses.

In March 1995, the Fund agreed to lend up to $3,000,000 to the Company
pursuant to a convertible promissory note (the "March 1995 Facility") bearing
interest at 12%, of which all principal and interest were to be due in March
1997.  The loan was secured by a third priority interest in the Company's
building and equipment and a second priority interest in all other assets of
the Company.  As part of the loan transaction, the Company exchanged all
warrants then held by the Fund to purchase an aggregate of 4,028,485 shares of
common stock for new five-year warrants to purchase the same number of shares
at an exercise price of $4.15 per share.  Under the March 1995 Facility, the
Fund could at any time convert all or any portion of the principal and
interest outstanding thereunder into shares of common stock at a conversion
price equal to $3.475 per share, which conversion price was determined
pursuant to the loan agreement and was equal to the average of the closing
prices of the Company's common stock on The Nasdaq Stock Market for the five
days following the initial advance under the March 1995 Facility.

In September 1995, pursuant to the 1995 Debt Conversion Agreement, the Fund
converted the aggregate amount of $3,669,552, representing as of July 31, 1995
all outstanding principal and interest under a 1993 secured note held by the
Fund and the remaining interest from a previously converted note into
1,191,026 shares of common stock and exchanged the warrants issued by the
Company to the Fund in March 1995 for new five-year warrants to purchase the
same number of shares at an exercise price of $4.15 per share.  As of
December 31, 1996, all of the warrants to purchase an aggregate of 4,028,485
shares of the Company's common stock remained outstanding.

The Company also granted to the Fund under the 1995 Debt Conversion Agreement
certain rights to register under the Securities Act for resale all of the
warrants and shares of common stock issued to the Fund pursuant to the 1995
Debt Conversion Agreement.  In the 1995 Debt Conversion Agreement, the
Company, Mr. Benton and BEA agreed that for as long as the Fund owns 5% or
more of the issued and outstanding shares of the Company's common stock, they
will use their best efforts to cause one designee of the Fund to serve on the
Company's Board of Directors.  The Company also agreed in the 1989 Fund
Purchase Agreement to use its best efforts to cause a designee of the Fund to
serve on the Company's Board of Directors for as long as the Fund owns 5% or
more of the Company's outstanding Common Stock.

In September 1995 and in connection with the 1995 Debt Conversion Agreement,
the Company and the Fund entered into a Loan Agreement (the "New Fund Credit
Facility") pursuant to which the Fund agreed to lend to the Company up to
$12,000,000 bearing interest at 12% and to treat the amount advanced to the
Company under the March 1995 Facility as an advance against the New Fund
Credit Facility.  The outstanding principal balance and accrued interest as of
December 31, 1996 under the New Fund Credit Facility were $2,600,000 and
$571,000, respectively.  The outstanding principal balance and accrued
interest as of December 31, 1995 under the New Fund Credit Facility were
$2,600,000 and $254,000, respectively.  The New Fund Credit Facility is
secured by a first priority security lien on the Company's assets, including
the assets of its subsidiary, EMS, and by a pledge of the shares of stock of
EMS and Racom owned by the Company.  The Fund has the right to convert all or
any portion of the amounts outstanding under the New Fund Credit Facility into
common stock at any time or times before maturity of the loan in June 1998 at
a conversion price equal to $10.5125 for each share of common stock.  The
conversion price was determined pursuant to the loan agreement and is equal to
the average of the closing prices of the Company's common stock on The Nasdaq
Stock Market for the five days following the initial advance under the New
Fund Credit Facility.  The Company also agreed under the New Fund Credit
Facility to register for resale any shares of common stock issued by the
Company upon any conversion of amounts outstanding under the New Fund Credit
Facility.

TRANSACTIONS INVOLVING GEORGE J. STATHAKIS.  In July 1995, Mr. Stathakis
entered into a consulting agreement with the Company pursuant to which he
agreed to perform consulting services for the Company until December 31, 1996
in consideration of $7,000 per month.  Pursuant to the terms of such
consulting agreement, the Company has options to extend the term of the
agreement for six additional periods of six months each.  In December 1996,
the Company exercised a six month extension to such agreement to perform
consulting services for the Company through June 30, 1997.

During 1996, the Company paid to Mr. Stathakis $77,000 as payment for
consulting fees and reimbursement for expenses owed to Mr. Stathakis in
connection with consulting services performed by Mr. Stathakis for the benefit
of the Company during 1996.

The consolidated statements of operations include amounts attributable to
related party transactions, as follows:


                                                       1996     1995     1994
                                                      ------   ------   ------
                                                          (in thousands)
                                                               
Sales, general and administrative expenses:
- ------------------------------------------
Consulting and director fees                           $147     $187    $  170
Travel costs                                             --       44       389
Legal, accounting and consulting fees                    --       17       202
Advertising and investor relations fees                  --       45       505
                                                      ------   ------   ------
                                                       $147     $293    $1,266
                                                      ======   ======   ======




                                                       1996     1995     1994
                                                      ------   ------   ------
                                                          (in thousands)
                                                               
Interest expense:
- ----------------
Interest expense on long-term promissory 
   notes, related parties                              $ --    $1,126   $1,570
Interest expense on notes payable, related parties       --       579      620
Interest expense on convertible promissory
   notes, related parties                               317       275       37
                                                      ------   ------   ------
                                                       $317    $1,980   $2,227
                                                      ======   ======   ======


10.  MAJOR CUSTOMERS AND EXPORT SALES:

Transactions with the following customers accounted for more than 10% of the
Company's various revenues:


                                          1996          1995          1994
                                      ------------  ------------  ------------
                                               (dollars in thousands)
                                                         
Product sales:
     A                                $1,862   11%  $   --   --   $   --   --
     B                                 2,615   15%      --   --       --   --
     C                                    --   --    1,888   17%   6,518   46%
     D                                    --   --       --   --    2,254   16%
     E                                    --   --    1,136   10%      --   --

License and development fees revenue:
     F                                $  --    --   $2,500   23%  $2,500   83%
     G                                 1,500   11%      --   --      500   17%
     H                                 2,000   15%   2,000   18%      --   --
     I                                 3,750   28%   5,000   45%      --   --
     J                                 5,000   38%      --   --       --   --

Customer-sponsored research and
   development revenues:
     F                                    --   --   $   57   20%  $   --   --
     K                                    26   13%     109   39%     152   26%
     L, an affiliate                      35   18%      90   32%     322   56%
     M                                    --   --       --   --       66   12%
     N                                    27   14%      --   --       --   --
     O                                    20   10%      --   --       --   --
     P                                    23   12%      --   --       --   --
     Q                                    25   13%      --   --       --   --
     R                                    32   16%      --   --       --   --

Royalties - S                             --   --   $6,500  100%  $2,653  100%


Export product sales as a percentage of total product sales were 21%, 49% and
57% for the years 1996, 1995 and 1994, respectively.

11.  SUPPLEMENTAL CASH FLOW INFORMATION:



CASH PAID FOR INTEREST AND INCOME TAXES:
                                                       1996     1995     1994
                                                      ------   ------   ------
                                                          (in thousands)
                                                               
Interest                                                $41     $44       $270
Income taxes                                             --      --         --



NON-CASH INVESTING AND FINANCING ACTIVITIES:
                                                       1996     1995     1994
                                                      ------   ------   ------
                                                          (in thousands)
                                                               
Conversion of related-party promissory notes and
   accrued interest to common stock                     $--   $27,030    $--

Conversion of Series B preferred stock                   --        --     67

Conversion of Series C preferred stock                   --        95     --

License purchased with a note payable                    --     1,650     --


12.  INCOME TAXES:

As of December 31, 1996, the Company had approximately $120 million of net
operating loss carryovers for tax purposes.  Further, the Company has
approximately $.9 million of research and development tax credits available to
offset future federal tax.  The net operating loss and credit carryovers
expire through 2011.  The Internal Revenue Code contains provisions which may
limit the net operating loss carryforwards available to be used in any given
year if certain events occur, including significant changes in ownership
interests.

The components of the net deferred income tax asset were as follows:



                                              December 31,
                                          --------------------
                                            1996         1995
                                          -------      -------
                                             (in thousands)
                                                 
Deferred tax assets:
  License fees and deferred revenue        $2,700      $ 1,700
  Long-term accrued interest payable,
     related parties                           --        1,600
  Other                                     1,400        1,700
  Net operating loss carryovers            47,800       42,000
  Tax credit carryovers                        --        2,300
                                           ------      -------
                                           51,900       49,300
Deferred tax liabilities:
  Depreciation differences                     --         (100)
                                           ------      -------
Net deferred tax asset                     51,900       49,200
Valuation allowance                       (51,900)     (49,200)
                                           ------       ------
                                           $   --       $   --
                                           ======       ======


Income taxes computed using the federal statutory income tax rate differ from
the Company's effective tax rate primarily due to net operating loss
carryforwards.

Taxes other than payroll and income taxes were $807,000, $1,296,000 and
$803,000 for 1996, 1995 and 1994, respectively.

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 full-time employees are
participants. Participants in the 401(k) Plan may make maximum pretax
contributions, subject to limitations imposed by the Code, of 25% of their
compensation. The Company may make, at the Board of Directors' discretion, an
annual contribution on behalf of each participant.  No amounts have been
contributed by the Company under the 401(k) Plan on behalf of participating
employees.

14.  LEGAL PROCEEDINGS:

Interference proceedings are continuing, challenging one of the Company's
issued patents which pertains to an invention that the Company believes is of
fundamental importance to its business.  In 1992, a three-way "interference"
contest was declared in the United States Patent and Trademark Office (the
"Patent Office") covering a patent which is owned by the Company.  This patent
covers a basic ferroelectric memory cell design that is of fundamental
importance to the Company's business interests in the United States.  An

interference is declared in the Patent Office when two or more parties each
claim to have made the same invention.  The interference is therefore
conducted to determine which party is entitled to the patent rights
corresponding to the invention.  In the present interference contest, the
Company is the "senior" party and is in possession of the issued US patent.
The other two parties involved in the interference are "junior" parties, and
each has the burden of proof of convincing the Patent Office by a
preponderance of the evidence that it was the first to invent the subject
matter of the invention and thus is entitled to the corresponding patent
rights.  The Company and only one of the two claimant parties in the
interference proceedings filed briefs in this matter.  Oral arguments were
presented before the Patent Office on March 1, 1996.  A decision by the Patent
Office was originally expected within six (6) months after the oral hearing,
but due to the complexity of the case, a decision is now expected within
eighteen (18) months after the oral hearing.  Such decision would complete the
administrative process.  The non-prevailing party would then have the right,
upon the filing of appropriate petitions, to pursue its case in Federal Court.
The Company has vigorously defended its patent rights in this interference
contest and will continue such efforts.  The Company is uncertain as to the
ultimate outcome of the above matter, as well as the associated effect upon
the Company's financial position and results of operations.

From time to time the Company is party to various legal claims and disputes
incident to its normal operating activities. Management believes none of these
actions would have a material adverse effect on the Company's financial
position or results of operations.



                             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 12/31/94:

Allowance for 
doubtful accounts           $ 50        $531        $--           $271      $310
                         =========================================================

Year Ended 12/31/95:

Allowance for doubtful
accounts, returns and
discounts                   $310        $463        $--           $489      $284
                         =========================================================

Year Ended 12/31/96:

Allowance for doubtful
accounts, returns and
discounts                   $284        $499        $--           $547      $236
                         =========================================================


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

There have been no changes in or disagreements with accountants required to be
reported herein.

PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information concerning the Company's directors required by this Item is
incorporated by reference to the information contained in the section
captioned "Election of Directors" in the Company's Proxy Statement.

The information concerning the Company's executive officers required by this
Item is included in Part I hereof entitled "Executive Officers of the
Registrant."

The information concerning compliance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, is incorporated by reference to the
information contained in the Section captioned "Common Stock Ownership
Principal Stockholders and Management - Section 16(a) Beneficial Ownership
Reporting Compliance," in the Company's Proxy Statement.

Item 11.   EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to the
information contained in the section captioned "Executive Compensation" in the
Company's Proxy Statement.

Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated by reference to the
information contained in the section captioned "Common Stock Ownership
Principal Stockholders and Management" in the Company's Proxy Statement.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is incorporated by reference to the
information contained in the sections captioned "Certain Relationships and
Related Transactions" and "Executive Compensation and Other Information-
Compensation Committee Interlocks and Insider Participation" in the Company's
Proxy Statement.

PART IV

Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

     (1)  Financial Statements.  The following Consolidated Financial
Statements of the Company and the Report of Independent Accountants are
incorporated by reference from the indicated pages of the Company's 1996
Annual Report to Stockholders:

          Report of Independent Public Accountants
          Consolidated Balance Sheets as of December 31, 1996 and 1995
          Consolidated Statements of Operation for the years ended
             December 31, 1996, 1995 and 1994
          Consolidated Statements of Changes in Stockholders' Equity (Deficit)
             for the years ended December 31, 1996, 1995 and 1994
          Consolidated Statements of Cash Flow for the years ended
             December 31, 1996, 1995 and 1994
          Notes to Consolidated Financial Statements

     (2)  Financial Statement Schedules

          Schedule II:  Valuation and Qualifying Accounts

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

     3.  Exhibits


         Exhibit
         Number
         -------
              
          3.1    Certificate of Incorporation of Registrant, as amended.
          3.2    Bylaws of Registrant, as amended.

         10.1    Registrant's Amended and Restated 1986 Stock Option Plan and
                 forms of Incentive Stock Option Agreement, Nonstatutory 
                 Stock Option Agreement and Stock Purchase Agreement.(1)
         10.2    Registrant's amended 1989 Nonstatutory Stock Option Plan and
                 forms of Nonstatutory Stock Option Agreement and Stock
                 Purchase Agreement.(2)
         10.3    Form of Nonstatutory Stock Option Agreement for option grants
                 outside the 1986 Plan, including schedule identifying
                 optionees.(3)
         10.4    Common Stock Purchase Option of Registrant dated October 4,
                 1989 issued to Global Alliance Pty. Ltd.(4)
         10.5    Form of Invention and Non-Disclosure Agreement
                 between Registrant and employees.(5)
         10.6    Indemnification Agreement dated March 7, 1990 between Oren L.
                 Benton and George J. Stathakis.(10)
         10.7    Technology License Agreement dated October 25, 1991 between
                 Registrant and Racom Systems, Inc.(6)
         10.8    Supply Agreement dated October 25, 1991 between Registrant
                 and Racom Systems, Inc.(6)
         10.9    Shareholders' Agreement dated October 25, 1991 among
                 Registrant, Racom Systems, Inc., AWA Limited and Intag
                 International Limited.(6)
         10.10   Letter Agreement dated December 18, 1991 between Oren L.
                 Benton and George J. Stathakis.(6)
         10.11   Hitachi-Ramtron Addendum to Letter of Intent dated August 24,
                 1992 between Registrant and Hitachi.(8)
         10.12   Product Development Agreement between Racom Systems, Inc. and
                 Registrant dated September 17, 1992.(7)
         10.13   Letter Agreement between Registrant and Lehman Brothers Inc.
                 dated July 21, 1993.(9)

         10.14   Amendment to Technology License Agreement and Supply
                 Agreement between Registrant and Racom Systems, Inc. dated
                 March 31, 1994.(2)
        *10.15   High-Density FRAM Cooperation Agreement between Registrant
                 and Hitachi, Ltd. dated April 25, 1994.(2)
        *10.16   Memorandum of Understanding dated April 25, 1994 between the
                 Registrant and Hitachi.(11)
        *10.17   Cooperative Agreement for License Manufacturing of FRAM
                 Product between Registration and Rohm Co., Ltd. dated
                 August 3, 1994.(2)
        *10.18   Stock Purchase Agreement between Registrant, Intag
                 International Limited and Racom Systems, Inc. dated
                 November 14, 1994.(2)
         10.19   First Amendment to Shareholders Agreement between Registrant,
                 Intag International Limited and Racom Systems, Inc. dated
                 November 14, 1994.(2)
        *10.20   Second Amendment to Technology License Agreement and Supply
                 Agreement between Registrant, Intag International Limited and
                 Racom Systems, Inc. dated February 17, 1995.(2)
         10.21   1995 Stock Option Plan and forms of Incentive Stock Option
                 Agreement and Nonstatutory Stock Option Agreement.(10)
         10.22   Employment Agreement effective April 1, 1995 between the
                 Registrant and L. David Sikes.(10)
        *10.23   Agreement for EDRAM Design and Purchase of Products dated
                 April 26, 1995 between the Registrant and IBM.(11)
        *10.24   Memorandum for Payment under High-Density FRAM Cooperation
                 Agreement dated May 11, 1995 between the Registrant and
                 Hitachi.(11)
        *10.25   Memorandum of Understanding dated May 8, 1995 among the
                 Registrant, Intag and Racom.(11)
         10.26   Ramtron Employment Security and Incentive Programs Memorandum
                 dated May 12, 1995 and Amendment No. 1 to Incentive
                 Program.(10)
        *10.27   Termination Agreement dated May 17, 1995 among the
                 Registrant, Nippon Steel and UMI.(11)
        *10.28   Transit Foundry Agreement dated May 23, 1995 between EMS and
                 Nippon Steel.(11)
        *10.29   FRAM Technology License Agreement dated July 31, 1995 between
                 the Registrant and Toshiba.(11)
         10.30   Agreement for (1) Sale of Certain Ramtron Debt to BEA, (2)
                 Conversion of Such Transferred Debt and Conversion of Benton
                 and NEBF Debt into Ramtron Equity Interest and (3) Provision
                 of $12.0 Million Credit Facility to Ramtron dated July 28,
                 1995 among the Registrant; the Fund; Oren L. Benton and the
                 bankruptcy estates of CSI Enterprises, Inc., Energy Fuels,
                 Ltd., Oren L. Benton, Energy Fuels Exploration Co. and Nuexco
                 Trading Corporation; BEA; and Nordostschweizerische
                 Kraftwerks AG (NOK), Kernkraftwerk Gosgen-Daniken AG and
                 Kernkraftwerk Leibstadt AG.(10)
        *10.31   Symetrix/Ramtron Ferroelectric Cross License Agreement dated
                 as of August 11, 1995 between the Registrant and
                 Symetrix.(11)
         10.32   Loan Agreement dated August 31, 1995 between the Registrant
                 and the Fund.(10)
         10.33   Promissory Note dated August 31, 1995 in the maximum
                 principal amount of $12,000,000 made by the Registrant in
                 favor of the Fund.(10)
         10.34   Warrant to Purchase 4,028,485 shares of Common Stock dated
                 August 31, 1995 issued by the Registrant to the Fund.(10)

         10.35   Warrant to Purchase 1,861,216 shares of Common Stock dated
                 August  31, 1995 issued by the Registrant to the Oren Lee
                 Benton, Debtor in Possession.(10)
         10.36   Agreement dated as of August 31, 1995 between Mr. Benton,
                 Debtor in Possession, and BEA.(10)
        *10.37   First Amendment to Symetrix/Ramtron Ferroelectric Cross
                 License Agreement dated September 13, 1995 between the
                 Registrant and Symetrix.(11)
        *10.38   Memorandum of Understanding dated September 21, 1995 between
                 the Registrant and Hitachi.(11)
        *10.39   Amendment dated September 21, 1995 to High-Density FRAM
                 Cooperation Agreement between the Registrant and Hitachi.(11)
        *10.40   Supplement-1 dated September 28, 1995 to Cooperative
                 Agreement for License Manufacturing of FRAM Product between
                 the Registrant and Rohm.(11)
         10.41   Warrant to Purchase 1,100,000 shares of Common Stock dated
                 October 5, 1995 issued by the Registrant to the Oren Lee
                 Benton, Debtor in Possession.(10)
        *10.42   FRAM Technology License Agreement dated December 19, 1995
                 between the Registrant and Fujitsu.(11)
        *10.43   Memorandum of Understanding dated December 19, 1995 between
                 the Registrant and Fujitsu.(11)
        *10.44   Amendment No. 2 to High-Density FRAM Cooperation Agreement
                 dated March 11, 1996 between the Registrant and Hitachi, Ltd.
        *10.45   Amendment to Agreement dated August 30, 1996 between the
                 Registrant and Fujitsu.(12)
         10.46   Amendment No. 1 to Registrant's 1995 Stock Option Plan dated
                 October 24, 1996.
         10.47   Amendment No. 1 to Registrant's 1989 Nonstatutory Stock
                 Option Plan dated October 24, 1996.
         10.48   Amendment No. 1 to Registrant's Amended and Restated 1986
                 Stock Option Plan dated October 24, 1996.
        *10.49   Memorandum of Understanding dated November 22,1996 between
                 the Registrant and SGS-Thomson Microelectronics SA.
        *10.50   FRAM License Agreement dated December 20, 1996 between the
                 Registrant and Samsung Electronics Co., Ltd.

         11.1  Statement regarding computation of per share earnings.

         23.1  Consent of Independent Public Accountants

         27.1  Financial Data Schedule

*  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 the Company's Annual Report on Form 10-K
(Commission File No. 0-17739) for the year ended June 30, 1991, filed with the
Securities and Exchange Commission on September 30, 1991.

(2)  Incorporated by reference to the Company's 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 Amendment No. 1 to Ramtron Holdings
Limited's Registration Statement on Form 20-F under cover of  Form 8
(Commission File No. 0-17121) filed with the Securities and Exchange
Commission on November 14, 1988.

(4)  Incorporated by reference to the Company's Annual Report on Form 10-K
(Commission File No. 0-17739) for the year ended June 30, 1990, filed with the
Securities and Exchange Commission on October 18, 1990.

(5)  Incorporated by reference to Amendment No. 1 to the Company's Annual
Report on Form 10-K under cover of Form 8 (Commission File No. 0-17739) for
the year ended June 30, 1991, filed with the Securities and Exchange
Commission on November 6, 1991.

(6)  Incorporated by reference to the Company's Registration Statement on Form
S-1 (Commission File No. 33-44952 1-3) filed with the Securities and Exchange
Commission on January 2, 1992.

(7)  Incorporated by reference to the Company's Annual Report on Form 10-K
(Commission File No. 0-17739) for the year ended June 30, 1992 filed with the
Securities and Exchange Commission on September 28, 1992.

(8)  Incorporated by reference to the Company's Annual Report on Form 10-K
(Commission File No. 0-17739) for the year ended December 31, 1992 filed with
the Securities and Exchange Commission on March 31, 1993.

(9)  Incorporated by reference to the Company's Annual Report on Form 10-K
(Commission File No. 0-17739) for the year ended December 31, 1993 filed with
the Securities and Exchange Commission on March 31, 1994.

(10)  Incorporated by reference to the Company's Form S-1 Registration
Statement (Commission File No. 33-99898) filed with the Securities and
Exchange Commission on December 1, 1995.

(11)  Incorporated by reference to the Company's Amendment No. 2 to the Form
S-1 Registration Statement (Commission File No. 33-99898) filed with the
Securities and Exchange Commission on January 31, 1996.

(12)  Incorporated by reference to the Company's Amendment No. 2 to the Form
10-Q (Commission File No. 0-17739) for the quarter ended September 30, 1996
and filed with the Securities and Exchange Commission on January 23, 1997.


(b)  Reports on Form 8-K:

     On January 24, 1996, the Registrant filed a report on Form 8-K. The item
     reported was Item 5 - "Other Events."

(c)  Exhibits - See the list of Exhibits under Item 14(a)3 of this Form 10-K.

(d)  Financial Statement Schedules - See the list of Schedules under Item
     14(a)2 of this Form 10-K.


                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf  by the undersigned, thereunto duly authorized, in the County of El
Paso, State of Colorado, on March 26, 1997.

                                             RAMTRON INTERNATIONAL CORPORATION

                                             By:  /S/ L. David Sikes
                                             -----------------------
                                             L. David Sikes
                                             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/ L. David Sikes
- --------------------------      Chairman and Chief Executive       3-26-97
L. David Sikes                  Officer

/S/ George J. Stathakis
- --------------------------      Director                           3-26-97
George J. Stathakis

/S/ William G. Howard
- -------------------------       Director                           3-26-97
William G. Howard

/S/ William G. Tull
- -------------------------       Director                           3-26-97
William G. Tull

/S/ L. T. Womack
- -------------------------       Director                           3-26-97
L. T. Womack

/S/ Michael L. Rothschild
- -------------------------       Director                           3-26-97
Michael L. Rothschild

/S/ Greg B. Jones
- -------------------------       Director, President and            3-26-97
Greg B. Jones                   Chief Operating Officer

/S/ Richard L. Mohr
- -------------------------       Executive Vice President and       3-26-97
Richard L. Mohr                 Chief Financial Officer

EX-3.1

                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF AMTEC SECURITIES CORPORATION FILED IN THIS OFFICE ON THE
SEVENTEENTH DAY OF JANUARY, A.D. 1984, AT 9 0'CLOCK A.M.

                                                       /S/  Glenn C. Kenton
                                                          --------------------
                                           Glenn C. Kenton, Secretary of State

                                                      AUTHENTICATION: :0161434
                                                             DATE:  01/18/1984


                          CERTIFICATE OF INCORPORATION
                                      OF
                          AMTEC SECURITIES CORPORATION

FIRST.  The name of the Corporation is:

                      AMTEC SECURITIES CORPORATION

SECOND.  The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle.  The
name of its registered agent at such address is The Corporation Trust Company.

THIRD.  The nature of the business or purposes to be conducted or promoted by
the Corporation is as follows:

To acquire, develop, license, sell and otherwise market technology of all
kinds, to manufacture, have manufactured, license, sell and otherwise market
products utilizing such technology, to make investments in and to enter into
joint ventures, partnerships and other business ventures with respect to the
foregoing.

To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

FOURTH.  The total number of shares of stock which the Corporation shall have
authority to issue is 20,000,000 shares of Common Stock, $.01 par value per
share.

FIFTH.  The name and mailing address of the sole incorporator are as follows:

NAME                       MAILING ADDRESS
- -------------------       -----------------
GENE T. BARTON, JR.       C/O HALE AND DORR
                          60 State Street
                          Boston, MA 02109

SIXTH.  In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

1.  Election of directors need not be by written ballot.

2.  The Board of Directors is expressly authorized to adopt, amend or repeal
the By-Laws of the Corporation.

SEVENTH.  Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or any receiver or receivers appointed
for the Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of the Corporation, as the case
may be, to be summoned in such manner as the said court directs.  If a
majority in number representing three-fourths in value of the creditors or

class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

EIGHTH.  The Corporation reserves the right to amend, alter, change or repeal
any provision continued in this Certificate of Incorporation, in the manner
now or hereafter prescribed by statue and the Certificate of Incorporation,
and all rights conferred upon stockholders herein are granted subject to this
reservation.

EXECUTED at Boston, on January 12, 1984.


                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF AMTEC SECURITIES CORPORATION FILED IN THIS OFFICE ON THE
SEVENTEENTH DAY OF AUGUST, A.D. 1984, AT 10 0'CLOCK A.M.

                                                          /S/  Glenn C. Kenton
                                                          --------------------
                                           Glenn C. Kenton, Secretary of State

                                                      AUTHENTICATION: :0314628
                                                             DATE:  08/28/1984


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

The undersigned, David R. Teplitzky and Ellen B. Corenswet, the President and
Secretary, respectively, of Amtec Securities Corporation, a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, DO HEREBY CERTIFY:

FIRST:  That the Board of Directors of Amtec Securities Corporation, by a
written action in lieu of a meeting, adopted a resolution setting forth a
proposed amendment to the Certificate of Incorporation of said corporation.
The resolution setting forth the proposed amendment is as follows:

     RESOLVED:  That Article Fourth of the Certificate of Incorporation of the
corporation be amended to read as follows:

     "FOURTH.  The total number of shares of capital stock which the
corporation shall have authority to issue shall be thirty million (30,000,000)
shares of Common Stock, $.01 par value per share."

SECOND:  That said amendment to the corporation's Certificate of Incorporation
was ratified by a majority of the stockholders of the corporation pursuant to
a written action in lieu of a meeting dated August 15, 1984.

THIRD:  That the foregoing amendment to the Certificate of Incorporation has
been duly adopted in accordance with the provisions of Sections 242 and 228 of
the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said corporation will not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF, Amtec Securities Corporation has caused this certificate
to be signed by David R. Teplitzky, its President, and attested by Ellen B.
Corenswet, its Secretary, this 15th day of August, 1984.

                                                 AMTEC SECURITIES CORPORATION

                                                     /S/ David R. Teplitzky
                                                 By: ----------------------
                                                     President

ATTEST:

    /S/  Ellen B. Corenswet
By: -----------------------
    Secretary


                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF AMTEC SECURITIES CORPORATION FILED IN THIS OFFICE ON THE SIXTH
DAY OF JUNE, A.D. 1985, AT 10 0'CLOCK A.M.

                                                          /S/  Michael Harkins
                                                          --------------------
                                           Michael Harkins, Secretary of State

                                                      AUTHENTICATION: :0522211
                                                             DATE:  06/07/1985


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

The undersigned, David R. Teplitzky and Ellen B. Corenswet, the President and
Secretary, respectively, of Amtec Securities Corporation, a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, DO HEREBY CERTIFY:

FIRST:  That the Board of Directors of Amtec Securities Corporation by a
written action in lieu of a meeting, adopted a resolution setting forth a
proposed amendment to the Certificate of Incorporation of said corporation.
The resolution setting forth the proposed amendment is as follows:

     RESOLVED:  That Article Fourth of the Certificate of Incorporation of the
corporation be amended to read as follows:

     "FOURTH.  The total number of shares of capital stock which the
corporation shall have authority to issue shall be forty million (40,000,000)
shares of Common Stock, $.01 par value per share."

SECOND:  That said amendment to the corporation's Certificate of Incorporation
was ratified by a majority of the stockholders of the corporation pursuant to
a written action in lieu of a meeting dated April 23, 1985.

THIRD:  That the foregoing amendment to the Certificate of Incorporation has
been duly adopted in accordance with the provisions of Sections 242 and 228 of
the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said corporation will not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF, Amtec Securities Corporation has caused this certificate
to be signed by David R. Teplitzky, its President, and attested by Ellen B.
Corenswet, its Secretary, this 23 day of April, 1985.

                                                 AMTEC SECURITIES CORPORATION

                                                    /S/  David R. Teplitzky
                                                 By: ----------------------
                                                     President

ATTEST:

    /S/  Ellen B. Corenswet
By: -----------------------
    Secretary


                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF AMTEC SECURITIES CORPORATION FILED IN THIS OFFICE ON THE TWENTY-
SEVENTH DAY OF JANUARY, A.D. 1988, AT 9 0'CLOCK A.M.

                                                          /S/  Michael Harkins
                                                          --------------------
                                           Michael Harkins, Secretary of State

                                                      AUTHENTICATION: :1562788
                                                             DATE:  01/27/1988


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                      OF
                          AMTEC SECURITIES CORPORATION,
                             a Delaware Corporation

The undersigned, Ross Lyndon-James and William G. Skolout, hereby certify that
they are the President and Secretary, respectively, of Amtec Securities
Corporation, a Delaware Corporation (the "Corporation"), and further certify
that:

FIRST:  That the Board of Directors of the Corporation, adopted resolutions
setting forth proposed amendments to the Certificate of Incorporation of the
Corporation.  The resolutions setting forth the proposed amendments state as
follows:

     "NOW, THEREFORE, BE IT RESOLVED, that Article Fourth of the Certificate
of Incorporation of the Corporation be amended to read as follows:

     'FOURTH:  The total number of the shares of capital stock which the
Corporation shall have authority to issue shall be sixty million (60,000,000)
shares of common stock, $.01 par value per share.'"

     NOW, THEREFORE, BE IT FURTHER RESOLVED, that the Corporation change its
name to Ramtron International Corporation and that Article First of the
Certificate of Incorporation be so amended".

SECOND:  That said Amendments to the Corporation's Certificate of
Incorporation were ratified by the holder of a majority of the outstanding
shares of common stock of the corporation pursuant to a Board Resolution.

THIRD:  That written notice of such Amendments to the Corporation's
Certificate of Incorporation have been given to shareholders who did not
consent in writing, as provided in Section 228 (c) of the Delaware General
Corporation Law.

FOURTH:  That the foregoing amendments to the Corporation's Certificate of
Incorporation have been duly adopted in accordance with the provisions of
Sections 242 and 228 of the Delaware General Corporation Law.

FIFTH:  That the capital of said Corporation will not be reduced under or by
reason of said amendments.

IN WITNESS WHEREOF, Amtec Securities Corporation has caused the Certificate to
be signed by Ross Lyndon-James, its President, and attested by William G.
Skolout, its Secretary, this 23 day of October, 1987.

                                                 AMTEC SECURITIES CORPORATION

                                                     /S/  Ross Lyndon-James
                                                 By: ----------------------
                                                     President

ATTEST:

    /S/  William G. Skolout
By: -----------------------
    Secretary


                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF RAMTRON INTERNATIONAL CORPORATION FILED IN THIS OFFICE ON THE
THIRTEENTH DAY OF MARCH, A.D. 1989, AT 10 0'CLOCK A.M.

                                                          /S/  Michael Harkins
                                                          --------------------
                                           Michael Harkins, Secretary of State

                                                      AUTHENTICATION: :2096663
                                                             DATE:  03/13/1989


                             CERTIFICATE OF AMENDMENT OF
                           CERTIFICATE OF INCORPORATION OF
                          RAMTRON INTERNATIONAL CORPORATION

Ramtron International Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, does
hereby certify:

FIRST:  That at a meeting of the Board of Directors of Ramtron International
Corporation, resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof.  The resolution setting forth the
proposed amendment is as follows:

     RESOLVED, that Article FOURTH of the Corporation's Certificate of
Incorporation be and, subject to the approval of a majority of the holders of
the Corporation's outstanding shares, is hereby amended to increase the
authorized number of shares of the existing Common Stock from 60,000,000
shares to 100,000,000 shares; and to create a new class of 25,000,000 shares
of Nonvoting Common Stock, denominated Class A Nonvoting Common Stock, with a
par value of $0.01 per share, and to state the rights of those shares, which
said Article FOURTH is amended to read in full as follows:

     "FOURTH.  The total number of shares of all classes of common stock which
the Corporation shall have authority to issue is 125,000,000 shares, all of
which shall be of the par value of one cent ($0.01) each.  The common stocks
shall be divided into two classes, consisting of 100,000,000 shares designated
Common Stock and 25,000,000 shares designated Class A Nonvoting Common Stock.
The powers, preferences and rights of the Common Stock and the Class A
Nonvoting Common Stock shall be identical in all respects, share for share,
except that the shares of Common Stock shall entitle the holder thereof to one
(1) vote for each share on all matters on which stockholders are entitled or
required to vote, and the shares of Class A Nonvoting Common Stock shall not
entitle the holder thereof to any voting rights whatever.  No dividends may be
declared or paid and no other distributions of cash, securities or property
may be made by the Corporation in respect of any shares of Common Stock unless
simultaneously therewith a dividend or distribution identical on a per-share
basis is declared, paid or made, as the case may be, in respect of all
outstanding shares of Class A Nonvoting Common Stock.  The Corporation may not
enter into any agreement to effect any merger, consolidation or similar
transaction, or effect any merger, consolidation or similar transaction, that
provides or results in the conversion, exchange or repurchase of shares of its
Common Stock and Class A Nonvoting Common Stock unless the consideration to be
received by the holders thereof is identical on a per-share basis.

     This amendment shall be effective at 4:15 P.M. on the date that such
amendment is filed with the Secretary of State of the State of Delaware."

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a
majority of the stockholders of said corporation, in accordance with Section
228 of the General Corporation Law of the State of Delaware, consented in
writing to the amendment and gave prompt written notice of the taking of such
corporate action to those stockholders who did not consent thereto in writing.
The necessary number of shares as required by statute was voted in favor of
the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions
of Sections 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Ramtron International Corporation has caused this
certificate to be signed by Richard Horton, its President, and Jerald A.
Bollinger, its Secretary, this 13 day of March, 1989.

                                             RAMTRON INTERNATIONAL CORPORATION

                                                     /S/  Richard L. Horton
                                                 By: ----------------------
                                                     President

ATTEST:

    /S/  Jerald A. Bollinger
By: ------------------------
    Secretary


                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF RAMTRON INTERNATIONAL CORPORATION FILED IN THIS OFFICE ON THE
NINETEENTH DAY OF APRIL, A.D. 1991, AT 9 0'CLOCK A.M.

                                                          /S/  Michael Harkins
                                                          --------------------
                                           Michael Harkins, Secretary of State

                                                      AUTHENTICATION: *3826688
                                                             DATE:  04/23/1991


                             CERTIFICATE OF AMENDMENT
                                        OF
                           CERTIFICATE OF INCORPORATION

Ramtron International Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, 

DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors of said corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendments to the Certificate of Incorporation of said corporation:

     RESOLVED, that the Certificate of Incorporation of Ramtron International
Corporation be amended by changing the FOURTH Article thereof so that, as
amended, said Article shall be and read as follows:

     "FOURTH.  The total number of shares of capital stock which the
Corporation shall have authority to issue is 145,000,000 shares, consisting of
125,000,000 shares of Common Stock, $0.01 par value per share (the "Common"),
and 20,000,000 shares of Preferred Stock, $0.01 par value per share (the
"Preferred").

     The Common Shall be divided into two classes, consisting of 100,000,000
shares designated Common Stock and 25,000,000 shares designated Class A
Nonvoting Common Stock.  The powers, preferences and rights of the Common
Stock and the Class A Nonvoting Common Stock shall be identical in all
respects, share for share, except that the shares of Common Stock shall
entitle the holder thereof to one (1) vote for each share on all matters on
which stockholders are entitled or required to vote, and the shares of Class A
Nonvoting Common Stock shall not entitle the holder thereof to any voting
rights, with the exception that holders of Class A Nonvoting Common Stock may
vote, together with the holders of Common Stock as a single class, on the
proposed liquidation or dissolution of the Corporation, the sale of
substantially all of the assets of the Corporation in one transaction or a
series of related transactions and on the proposed merger or consolidation of
the Corporation with another corporation or entity.  No dividends may be
declared or paid and no other distributions of cash, securities or property
may be made by the Corporation in respect of any shares of Common Stock unless
simultaneously therewith a dividend or distribution identical on a per-share
basis is declared, paid or made, as the case may be, in respect of all
outstanding shares of Class A Nonvoting Common Stock.  The Corporation may not
enter into any agreement to effect any merger, consolidation or similar
transaction, or effect any merger, consolidation or similar transaction, that
provides or results in the conversion, exchange or repurchase of shares of its
Common Stock and Class A Nonvoting Common Stock unless the consideration to be
received by the holders thereof is identical on a per-share basis.

     The board of directors is authorized, subject to any limitation
prescribed by Law, to provide for the issuance of the shares of Preferred in
one or more series, and by filing a certificate pursuant to the applicable law
of the State of Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the designations, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof.  The number of authorized
shares of Preferred may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the Common Stock, without a vote of the holders of Preferred, or
of any series thereof, unless a vote of such holders, is required pursuant to
the certificate or certificates establishing the series of Preferred."

     FURTHER RESOLVED, that the Certificate of Incorporation of Ramtron
International Corporation be amended by adding a new NINTH Article thereof so
that said Article shall be and read as follows:

     "NINTH.  The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as may be hereafter amended and supplemented."

SECOND:  That at a meeting duly held, the majority of stockholders have given
consent to said amendments in accordance with the provisions of Section 216 of
the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendments were duly adopted in accordance with the
applicable provisions of Section 216 and 242 of the General Corporation Law of
the State of Delaware.

IN WITNESS WHEREOF, said Ramtron International Corporation has caused this
certificate to be signed by Richard L. Horton, its President, and attested by
David M. Becker, its Secretary, this 18 day of April, 1991.

                                             RAMTRON INTERNATIONAL CORPORATION

                                                     /S/  Richard L. Horton
                                                 By: ----------------------
                                                     President

ATTEST:

    /S/  David M. Becker
By: --------------------
    Secretary


                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP OF RAMTRON INTERNATIONAL CORPORATION, A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, MERGING RAMTRON CORPORATION
A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE,
PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-THIRD DAY OF
DECEMBER, A.D. 1991, AT 9 0'CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

                                                         /S/ Michael Ratchford
                                                         ---------------------
                                         Michael Ratchford, Secretary of State

                                                      AUTHENTICATION: *3340594
                                                             DATE:  02/10/1992


                      CERTIFICATE OF OWNERSHIP AND MERGER


Pursuant to the provisions of Section 253 of the Delaware Corporation Code,
the undersigned, Ramtron International Corporation, a Delaware Corporation
("Corporation"), adopts the following Certificate of Ownership and Merger for
the purpose of merging Ramtron Corporation, a Delaware Corporation
("Subsidiary"), into the Corporation:

1.  The name of the Corporation is Ramtron International Corporation.

2.  The name of the Subsidiary is Ramtron Corporation.

3.  The Corporation owns One Hundred Percent (100%) of the issued and
outstanding capital stock of the Subsidiary.

4.  Pursuant to the Resolution of the Board of Directors of the Corporation
attached hereto as Exhibit "A," on June 18, 1991 the Board of Directors of the
Corporation authorized and approved in writing the merger of the Subsidiary
into the Corporation, such merger to be effective as of December 4, 1991.

5.  All debts, obligations, and liabilities of the Subsidiary have been and
shall be assumed and discharged by the Corporation effective as of the date of
such merger.

6.  All of the rights, property, and assets of the Subsidiary have been and
shall be transferred, conveyed, and assigned to the Corporation effective as
of the date of such merger.

Dated:  December 4, 1991

RAMTRON INTERNATIONAL CORPORATION,
A Delaware Corporation


By:  /S/George J. Stathakis
     ----------------------
     George J. Stathakis, Chief Executive Officer


By:  /S/David M. Becker
     ---------------------
     David M. Becker, Secretary


EXHIBIT A
                               RESOLUTION OF THE 
                BOARD OF DIRECTORS OF RAMTRON INTERNATIONAL CORPORATION


RESOLVED, that the Board of Directors of Ramtron International Corporation, a
Delaware Corporation ("Corporation"), deems it desirable and in the best
interest of the Corporation and its shareholders that the Corporation cause
Ramtron Corporation, a Delaware Corporation ("Subsidiary"), to be merged into
the Corporation pursuant to Section 253 of the Delaware Corporation Code, with
the Corporation surviving such merger ("Merger"), and that, in connection
therewith, the Corporation assume all the obligations and liabilities of the
Subsidiary and succeed to all of the rights, properties and assets of the
Subsidiary.

FURTHER RESOLVED, that the Chief Executive Officer, President, any Vice
President, Chief Financial Officer and each other officer of the Corporation
be, and each of them hereby is, authorized, for and in the name and on behalf
of the Corporation to take or cause to be taken such action and to execute and
deliver or cause to be executed and delivered, all such instruments and
agreements as any such officer may deem to be necessary or advisable in order
to consummate the Merger, to effect the purposes and intentions of the
foregoing resolutions, and to be in the best interest of the Corporation (as
conclusively evidenced by the taking of such action or the execution and
delivery of such instruments or documents, as the case may be, by or under the
direction of any such officer), including, without limitation, the execution
and filing of any certificate of ownership and merger, together with a copy of
these resolutions, and all actions heretofore taken by each of such officers
of the Corporation in connection with the subjects of the foregoing
resolutions be, and they hereby are, approved, ratified and confirmed in all
respects as the acts and deeds of the Corporation.

FURTHER RESOLVED, that any specific resolutions required for the purposes of
carrying out the transactions contemplated by the foregoing resolutions,
including, without limitation, the Merger, are hereby deemed adopted and may
be certified as having been adopted by the Board of Directors of the
Corporation provided that a copy thereof is inserted in the minute book of the
Corporation following these resolutions.



                              STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "RAMTRON INTERNATIONAL CORPORATION" FILED IN THIS OFFICE ON THE
TWENTY-NINTH DAY OF JUNE, A.D. 1992, AT 9 0'CLOCK A.M.

                                                         /S/ Michael Ratchford
                                                         ---------------------
                                         Michael Ratchford, Secretary of State

                                                      AUTHENTICATION: *3502661
                                                             DATE:  06/29/1992


                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION

Ramtron International Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors of said corporation, at a meeting held,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation.

     "FOURTH.  The total number of shares of capital stock which the
Corporation shall have authority to issue is 63,500,000, consisting of
53,500,000 shares of Common Stock, $0.01 par value per share (the "Common"),
and 10,000,000 shares of Preferred Stock, $0.01 par value per share (the
"Preferred").

     The Common shall be divided into two classes, consisting of 50,000,000
shares designated Common Stock and 3,500,000 shares designated Class A
Nonvoting Common Stock.  The powers, preferences and rights of the Common
Stock and the Class A Nonvoting Common Stock shall be identical in all
respects, share for share, except that the shares of Common Stock shall
entitle the holder thereof to one (1) vote for each share on all matters on
which stockholders are entitled or required to vote, and the shares of Class A
Nonvoting Common Stock shall not entitle the holder thereof to voting rights,
with the exception that holders of Class A Nonvoting Common Stock may vote,
together with the holders of Common Stock as a single class, on the proposed
liquidation or dissolution of the Corporation, the sale of substantially all
of the assets of the Corporation in one transaction or a series of related
transactions and on the proposed merger or consolidation of the Corporation
with another corporation or entity.  No dividends may be declared or paid and
no other distributions of cash, securities or property may be made by the
Corporation in respect of any shares of Common Stock unless simultaneously
therewith a dividend or distribution identical on a per-share basis is
declared, paid or made, as the case may be, in respect of all outstanding
shares of Class A Nonvoting Common Stock.  The Corporation may not enter into
any agreement to effect any merger, consolidation or similar transaction, or
effect any merger, consolidation or similar transaction, that provides or
results in the conversion, exchange or repurchase of shares of its Common
Stock and Class A Nonvoting Common Stock unless the consideration to be
received by the holders thereof is identical on a per-share basis.

     At the effective time of this amendment, each outstanding share of Common
Stock and shares of Common Stock held as treasury shares shall be converted
into and be reconstituted as one-seventh share of Common Stock.  No fractional
shares shall be issued upon such conversion and reconstitution, and the number
of shares of Common Stock to be issued shall be rounded down to the nearest
whole share.  If a fractional interest in a share of Common Stock would,
except for the provisions of the preceding sentence, be deliverable upon such
conversion and reconstitution, the Corporation shall pay an amount in cash
equal to the fair market value of such fractional interest, as determined by
the Corporation's Board of Directors, to each holder of Common Stock to whom
such fractional interest would have been deliverable.

     The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred in
one or more series, and by filing a certificate pursuant to the applicable law
of the State of Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the designations, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof.  The number of authorized
shares of Preferred may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the Common Stock, without a vote of the holders of the Preferred,
or of any series thereof, unless a vote of such holders is required pursuant
to the certificate or certificates establishing the series of Preferred."

SECOND:  That holders of a majority of the outstanding common stock of the
Company have approved said amendment by written consent in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

THIRD:  That the aforesaid amendments were duly adopted in accordance with the
applicable provisions of Section 228 of the General Corporation Law of the
State of Delaware.

IN WITNESS WHEREOF, said Ramtron International Corporation has caused this
certificate to be signed by Richard L. Horton, its President, and attested by
David M. Becker, its Secretary, this 5th day of June 1992.

Ramtron International Corporation

By: /S/ George J. Stathakis
    -----------------------
    George J. Stathakis, Chief Executive Officer

ATTEST:

By:  /S/ David M. Becker
     -------------------
     David M. Becker, Secretary



                               STATE OF DELAWARE
                        OFFICE OF THE SECRETARY OF STATE

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STOCK
DESIGNATION OF "RAMTRON INTERNATIONAL CORPORATION" FILED IN THIS OFFICE ON THE
SIXTEENTH DAY OF NOVEMBER, A.D. 1992, AT 1:43 0'CLOCK P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY
RECORDER OF DEEDS ON THE SIXTEENTH DAY OF NOVEMBER, A.D. 1992 FOR RECORDING.

                                                         /S/ Michael Ratchford
                                                         ---------------------
                                         Michael Ratchford, Secretary of State

                                                      AUTHENTICATION: *3661985
                                                             DATE:  11/16/1992


             CERTIFICATE OF DESIGNATION, PREFRENCES, RIGHTS, AND
                              LIMITATIONS OF

           SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK, $14 PAR
                                 VALUE OF

                     RAMTRON INTERNATIONAL CORPORATION

            Pursuant to Section 151 of the General Corporation Law
                         of the State of Delaware

RAMTRON INTERNATIONAL CORPORATION (hereinafter called the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware, does hereby certify:

THAT, pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation, as amended, of the Corporation, and pursuant to
the providing of Section 151 of the Delaware Corporation Law, said Board of
Directors, at a meeting duly held on October 30, 1992, duly adopted a
resolution providing for the issuance of a series of 1,365,046 shares of
Series A Cumulative Convertible Preferred Stock, $0.01 Par Value, which
resolution is as follows:

     RESOLVED, that pursuant to the authority expressly granted and vested in
the Board of Directors of this Corporation in accordance with the provisions
of its Certificate of Incorporation, as amended, a series of Preferred Stock
of the Corporation be and it hereby is given the distinctive designation of
Series A Cumulative Convertible Preferred Stock, $0.01 Par Value (hereinafter
referred to as the "Series A Preferred Stock"), said Series to consist of
1,365,046 shares of the par value of $0.01 per share, of which the preferences
and relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, shall be as follows:

1.  Dividends on Series A Preferred Stock.  The holders of the Series A
Preferred Stock shall be entitled to receive, when and as declared by the
Board of Directors out of the funds of the Corporation legally available
therefor, cumulative dividends at the annual rate of eight percent (8%) per
annum calculated on a stated value of $14.00 per share of Series A Preferred
Stock; provided, however, that dividends on the Series A Preferred Stock shall
be payable only in Common Stock of the Corporation which, for purposes of such
dividends, shall have a deemed value of $14.00 per share of Common Stock.  Any
fractional shares of the Corporation's Common Stock otherwise issuable
pursuant to this paragraph shall be rounded to the nearest whole share.  If
the dividend on the Series A Preferred Stock for any dividend period shall not
have been paid or set apart in full for the Series A Preferred Stock, the
aggregate deficiency shall be cumulative and shall be fully paid or set apart
for payment before any dividends shall be paid upon or set apart for payment
for any class of Common Stock of the Corporation.  Accumulations of dividends
on the Series A Preferred Stock shall not bear interest.

2.  Conversion of Series A Preferred Stock into Common Stock.

    (a)  Subject to the provisions of this paragraph 2, the holder of record
of any share or shares of Series A Preferred Stock shall have the right, at
his option, at any time after the issuance of said shares and prior to
June 30, 1993, to convert each said share of Series A Preferred Stock into one
fully paid and non-assessable share of Common Stock of the Corporation.

    (b)  Any holder of a share of Series A Preferred Stock desiring to convert
such Series A Preferred Stock into Common Stock of the Corporation shall
surrender the certificate or certificates representing the share or shares of
Series A Preferred Stock so to be converted, duly indorsed to the Corporation
or in blank, at the principal office of the Corporation (or such other place
as may be designated by the Corporation), and shall given written notice to
the Corporation at said office that he elects to convert the same, and setting
forth the name or names (with the address or addresses) in which the shares of
Common Stock are to be issued.

If the last day for the exercise of the conversion right in the city where the
principal place of business of the Corporation (or in the city of the
principal office of such other entity as the Corporation shall have designated
as the place so to surrender Series A Preferred Stock for conversion, as
aforesaid) shall be a legal holiday or a day on which banking institutions are
authorized by law to close, then such conversion right may be exercised in
such city on the next succeeding day not in such city a legal holiday or a day
on which banking institutions are authorized by law to close.

    (c)  Conversion of the Series A Preferred Stock shall be subject to the
following additional terms and provisions:

         (1)  As promptly as practicable after the surrender for conversion of
any Series A Preferred Stock, the Corporation shall deliver or cause to be
delivered at the principal office of the Corporation (or such other place as
may be designated by the Corporation), to or upon the written order of the
holder of such Series A Preferred Stock, certificates representing the shares
of Common Stock issuable upon such conversion, issued in such name or names as
such holder may direct.  Shares of the Series A Preferred Stock shall be
deemed to have been converted as of the close of business on the date of the
surrender of the Series A Preferred Stock for conversion, as provided above,
and the rights of the holders of such Series A Preferred Stock shall cease at
such time, and the person or persons in whose name or names the certificates
for such shares are to be issued shall be treated for all purposes as having
become the record holder or holders of such Common Stock at such time;
provided, however, that any such surrender on any date when the stock transfer
books of the Corporation shall be closed shall constitute the person or
persons in whose name or names the certificates for such shares are to be
issued as the record holder or holders thereof for all purposes at the close
of business on the next succeeding day on which such stock transfer books are
open.

         (2)  The Corporation shall at the time of such conversion pay to the
holder of record of any share or shares of Series A Preferred Stock any
accrued but unpaid dividends on said Series A Preferred Stock so surrendered
for conversion, in accordance with paragraph (1) above.

         (3)  In the event that the Corporation shall at any time subdivide or
combine into a greater or lesser number of shares the outstanding shares of
Common Stock, the number of shares of Common Stock issuable upon conversion of
the Series A Preferred Stock shall be proportionately increased in the case of
subdivision or decreased in the case of combination, effective in either case
at the close of business on the date when such subdivision or combination
shall become effective.

         (4)  No adjustment of the conversion ratio shall be made by reason of
the issuance, other than as provided in subparagraph (3) above, of any shares
of Common Stock of the Corporation, or of any securities convertible into
shares of Common Stock or other securities of the Corporation, or of any
rights, warrants or options to subscribe for or purchase shares of Common
Stock or other securities of the Corporation, or of any other securities of
the Corporation, provided that in the event the Corporation offers any of its
Common Stock pursuant to any rights that may be granted to such holders of
Common Stock by the Board of Directors of the Corporation, the Corporation
shall mail written notice of such offer to the holders of the Series A
Preferred Stock then of record at least twenty (20) days prior to the record
date for the determination of holders of the Common Stock entitled to receive
any such offer.

         (5)  The Corporation shall at all times reserve and keep available
solely for the purpose of issue upon conversion of Series A Preferred Stock,
as herein provided, such number of shares of Common Stock as shall be issuable
upon the conversion of all outstanding shares of Series A Preferred Stock.

3.  Redemption of Series A Preferred Stock.

    (a)  The Series A Preferred Stock shall be redeemed mandatorily without
further action or resolution of the Corporation's Board of Directors,
on June 30, 1993, if the Series A Preferred Stock has not been converted into
Common Stock, as provided in paragraph 2 above, prior to such date.  Each
share of Series A Preferred Stock shall be redeemed for one fully paid and
non-assessable share of Common Stock of the Corporation.

    (b)  Upon such redemption date, the holders of shares of Series A
Preferred Stock shall cease to be stockholders with respect to such shares and
shall have no interest in or claim against the Corporation by virtue thereof
and shall have no voting or other rights with respect to such shares, except
the right to receive the shares of Common Stock of the Corporation payable
upon such redemption from the Corporation upon surrender (and indorsement, if
required by the Corporation) of the certificates, and the shares represented
thereby shall no longer be deemed to be outstanding.

    (c)  The Corporation shall, at the time of such redemption, pay to the
holder of record of any share or shares of Series A Preferred Stock any
accrued but unpaid dividends on said Series A Preferred Stock so surrendered
for redemption, in accordance with paragraph 1 above.

    (d)  The Corporation shall at all times reserve and keep available solely
for the purpose of issue upon redemption of Series A Preferred Stock, as
herein provided, such number of shares of Common Stock as shall be issuable
upon the redemption of all outstanding shares of Series A Preferred Stock.

4.  Voting Rights.  Except as may be otherwise provided in this Certificate of
Incorporation or by applicable law, the holder(s) of Series A Preferred Stock
shall not be entitled to any vote in respect of such Series A Preferred Stock
at any meeting of stockholders of the Corporation.

5.  Redemption of Series A Preferred Stock in the Event of Dissolution.  In
the event of any liquidation, dissolution or winding-up of the affairs of the
Corporation, whether voluntary or otherwise, the holders of the Series A
Preferred Stock shall be entitled to receive one fully paid and non-assessable
share of Common Stock of the Corporation for each share of Series A Preferred
Stock, plus an amount of Common Stock, calculated in accordance with paragraph
1 above, equal to all dividends accrued and unpaid on each such share up to
the date fixed for distribution.  Thereafter, the holders of such Common Stock
shall be treated equally with the other holders of Common Stock of the
Corporation with respect to such liquidation, dissolution or winding-up of the
affairs of the Corporation.

6.  Limitations on Corporation; Shareholder Consent.  So long as any shares of
Series A Preferred Stock are outstanding, the Corporation shall not, without
the affirmative vote or the written consent, as provided by law, of the
holders of at least two-thirds (2/3) of the outstanding shares of Series A
Preferred Stock, voting as a class, change the preferences, rights or
limitations with respect to the Series A Preferred Stock in any material
respect prejudicial to the holders thereof, or increase the authorized number
of shares of Series A Preferred Stock; but nothing herein contained shall
require such a class vote or consent (a) in connection with any increase or
decrease in the total number of authorized shares of Common Stock, (b) in
connection with the authorization, designation, increase or issuance of any
class or series of stock ranking on a party with the Series A Preferred Stock,
(c) in connection with the creation of additional series of Preferred Stock,
having such powers and relative, participating, optional or other special
rights as shall be stated in the resolution or resolutions providing for the
issue of such series of Preferred Stock as may be adopted thereof, in
accordance with the laws of the State of Delaware, or (d) in connection with
the issuance of any presently authorized but unissued shares of Preferred
Stock.

IN WITNESS WHEREOF, Ramtron International Corporation has caused this
Certificate to be executed by its President and by its Secretary, this 12th
day of November, 1992.

L. David Sikes

/S/ L. David Sikes
- ------------------
President

David M. Becker

/S/ David M. Becker
- -------------------
Secretary



                               STATE OF DELAWARE
                        OFFICE OF THE SECRETARY OF STATE

I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STOCK
DESIGNATION OF "RAMTRON INTERNATIONAL CORPORATION" FILED IN THIS OFFICE ON THE
TENTH DAY OF DECEMBER, A.D. 1993, AT 3 0'CLOCK P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY
RECORDER OF DEEDS ON THE THIRTEENTH DAY OF DECEMBER, A.D. 1993 FOR RECORDING.

                                                        /S/ William T. Quillen
                                                        ----------------------
                                        William T. Quillen, Secretary of State

                                                      AUTHENTICATION: *4187627
                                                             DATE:  12/13/1993


                        CERTIFICATE OF DESIGNATIONS,
                  PREFRENCES, RIGHTS, AND LIMITATIONS OF

                   SERIES B CONVERTIBLE PREFERRED STOCK
                                    AND
            SERIES C CONVERTIBLE PERFORMANCE RIGHT PREFERRED STOCK

                                     OF

                     RAMTRON INTERNATIONAL CORPORATION

            Pursuant to Section 151 of the General Corporation Law
                         of the State of Delaware

RAMTRON INTERNATIONAL CORPORATION (hereinafter called the "Corporation"), a
Delaware corporation, does hereby certify:

THAT, pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation, as amended, of the Corporation, and pursuant to
the provisions of Section 151 of the Delaware Corporation Law, said Board of
Directors, at a meeting held on December 1, 1993, duly adopted the following
resolutions; providing for the issuance of a series of 3,600,000 shares of
Series B Convertible Preferred Stock and a series of 3,600,000 shares of
Series C Convertible Performance Right Preferred Stock:

I.  Series B Convertible Preferred Stock.

     RESOLVED, that pursuant to the authority expressly granted and vested in
the Board of Directors of this Corporation in the Certificate of
Incorporation, as amended, a series of Preferred Stock of the Corporation be
and it hereby is authorized, and, as so authorized, is designated "Series B
Convertible Preferred Stock" (hereinafter called the "Series B Convertible
Preferred Stock"), said series to consist of 3,600,000 shares, of $0.01 par
value per share, of which the preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, shall be as follows:

    (a)  Dividends on Series B Convertible Preferred Stock.  The holders of
outstanding Series B Convertible Preferred Stock shall not be entitled to
receive any dividends.

    (b)  Redemption.  Except as provided in Section (c)(2) hereof, the Series
B Convertible Preferred Stock shall not be subject to redemption at any time.

    (c)  Preference on Liquidation.

        (1)  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation (any such instance hereinafter
called a "Liquidation"):

            (i)  Subject to the rights of any class or series of stock of the
Corporation hereafter issued and ranking senior to the Series B Convertible
Preferred Stock, upon liquidation, dissolution or winding up of the
Corporation, the holders of shares of the Series B Convertible Preferred Stock
then outstanding shall be entitled to be paid, out of the assets of the
Corporation available for distribution to its stockholders, prior to and in
preference of any distribution of any of the assets or surplus funds of the

Corporation to the holders of the Common Stock (hereinafter called "Common
Stock") and Class A Nonvoting Common Stock (hereinafter called "Class A
Nonvoting Common Stock") of the Corporation or of any other shares of the
Corporation hereafter issued that upon liquidation are junior to the Series B
Convertible Preferred Stock (such Common Stock, Class A Nonvoting Common Stock
and such other shares being hereinafter collectively called "Junior Shares")
by reason of their ownership thereof, an amount equal to $9.00 per share of
the Series B Convertible Preferred Stock (hereinafter called the "Liquidation
Preference").  Upon receipt of such amount, holders of Series B Convertible
Preferred Stock will not share in any additional proceeds, whether of cash or
other property, that may result from such Liquidation.  If, upon Liquidation
of the Corporation, the assets of the Corporation available for distribution
to its stockholders shall be insufficient to pay to the holders of the Series
B Convertible Preferred Stock the full amounts to which they otherwise would
be entitled, the holders of the Series B Convertible Preferred Stock and any
stock ranking on a parity thereto with respect to liquidation, dissolution or
winding up shall share ratably in any distribution of assets according to the
respective amounts which would have been payable in respect to the shares of
the Series B Convertible Preferred Stock and such parity stock held by them
upon such distribution if all amounts payable on or with respect to said
shares were paid in full.

            (ii)  All of the preferential amounts to be paid to the holders of
Series B Convertible Preferred Stock under this Section (c)(1) shall be paid
or set apart for payment prior to payment or setting apart for payment of any
amount for, or the distribution of any amounts to, the holders of any Junior
Shares in connection with any Liquidation.  After setting apart or paying in
full the preferential amounts due the holders of the Series B Convertible
Preferred Stock, the remaining assets of the Corporation available for
distribution to stockholders, if any, shall be distributed to the holders of
Junior Shares pursuant to the respective priorities of such shares.

        (2)  Without first obtaining the approval by vote or written consent
in the manner provided by law of the holders of at least a majority of the
total number of shares of the Series B Convertible Preferred Stock then
outstanding, voting separately as a class, the Corporation shall not sell or
otherwise transfer for value all or substantially all of its assets or merge
or consolidate with another entity if such merger or consolidation would
result in the exchange of the outstanding shares of the Corporation for
securities or consideration issued, or caused to be issued, by the surviving
corporation, its subsidiary or parent (except for a merger or consolidation
after the consummation of which the stockholders of the Corporation own in
excess of fifty percent (50%) of the voting securities of the surviving
corporation or its parent corporation), unless immediately prior to such sale,
transfer for value, merger or consolidation each outstanding share of the
Series B Convertible Preferred Stock is redeemed out of funds legally
available therefor for an amount equal to the Liquidation Preference.

            (i)  At least thirty (30), but not more than sixty (60), days
prior to the date fixed for the redemption of shares of Series B Convertible
Preferred Stock in accordance with this Section (c)(2), a written notice shall
be mailed in a postage prepaid envelope to each holder of record of shares of
Series B Convertible Preferred Stock to be redeemed, addressed to such holder
at such holder's post office address as shown on the records of the
Corporation, notifying such holder of the redemption of such shares, stating
the date fixed for redemption thereof (the "Redemption Date"), and calling
upon such holder to surrender to the Corporation, on the Redemption Date at
the place designated in such notice, such holder's certificate or certificates

representing the number of shares specified in such notice of redemption.  On
or after the Redemption Date, such holder of shares of Series B Convertible
Preferred Stock to be redeemed shall present and surrender such holder's
certificate or certificates for such shares to the Corporation at the place
designated in such notice and thereupon the redemption price of such shares
shall be paid to the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled.

            (ii)  At its election, the Corporation, prior to the Redemption
Date, may deposit the redemption price of the shares of Series B Convertible
Preferred Stock so called for redemption in trust for the holders thereof with
a bank or trust company in any city in which the Corporation at the time shall
maintain a transfer agency with respect to such shares, in which case the
aforesaid notice of holders of shares of Series B Convertible Preferred Stock
to be redeemed shall (a) state the date of such deposit, (b) specify the
office of such bank or trust company as the place of payment of the redemption
price and (c) call upon such holders to surrender the certificates
representing such shares at such place on or after the date fixed in such
redemption notice (which shall not be later than the Redemption Date) against
payment of the redemption price.  Any interest accrued on such funds shall be
paid to the Corporation from time to time.  Any monies so deposited which
shall remain unclaimed by the holders of such shares of Series B Convertible
Preferred Stock at the end of two years after the Redemption Date shall be
returned by such bank or trust company to the Corporation.

            (iii)  If a notice of redemption has been give pursuant to Section
(c)(2) and any holder of shares of Series B Convertible Preferred Stock shall,
prior to the close of business on the second business day preceding the
Redemption Date, give written notice to the Corporation pursuant to Section
(e)(2) below of the conversion of any or all of the shares to be redeemed held
by such holder (accompanied by a certificate or certificates for such shares,
duly endorsed or assigned to the Corporation, and any necessary transfer tax
payment, as required by Section (g) below), then such redemption shall not
become effective as to such shares to be converted, such conversion shall
become effective as provided in Section (e) below, and any monies set aside by
the Corporation for the redemption of such shares of converted Series B
Convertible Preferred Stock shall revert to the general funds of the
Corporation.

    (d)  Voting.  Except as otherwise required by law or by the Certificate of
Incorporation of the Corporation, each outstanding share of Series B
Convertible Preferred Stock shall have one vote on all matters which are the
subject of a vote of the holders of Common Stock, whether at any annual or
special meeting of stockholders of the Corporation, or by written consent,
voting as a class together with the Common Stock.

    (e)  Conversion Rights.

        (1)  Each share of the Series B Convertible Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date
of issuance of such share and before December 15, 1995, into one "Unit,"
comprised of one share of Common Stock and one share of Series C Convertible
Performance Right Preferred Stock ("Performance Right Preferred Stock").  Such
optional conversion shall be deemed to have been effected on the date when
delivery of the certificate or certificates representing the shares to be
converted is made pursuant to Section (e)(2) hereof and such date is

hereinafter called the "Optional Conversion Date".  If not previously
converted, each share of Series B Convertible Preferred Stock shall
automatically be converted into one Unit on the earlier to occur of
December 15, 1995, or the date on which a registration statement filed by the
Corporation with the Securities and Exchange Commission becomes effective with
respect to the Common Stock and Performance Right Preferred Stock issuable
upon conversion of the then outstanding Series B Convertible Preferred Stock.
Such automatic conversion date is hereinafter called the "Conversion Date."

        (2)  The holders of the Series B Convertible Preferred Stock may
exercise the conversion rights thereof until the Conversion Date as to all or
any part thereof by delivering to the Corporation during regular business
hours, at the office of any transfer agent of the Corporation for the Series B
Convertible Preferred stock, at the principal office of the Corporation, or at
such other place as may be designated by the Corporation, the certificate or
certificates representing the shares to be converted, duly endorsed for
transfer to the Corporation, accompanied by written notice stating that the
holder elects to convert such shares.  As promptly as practicable after the
conversion of any shares of the Series B Convertible Preferred Stock, the
Corporation shall issue and deliver to, or upon the written order of such
holder, at such office or other place designated by the Corporation, a
certificate or certificates registered in the name of the holder for the
number of full shares of Common Stock and Performance Right Preferred Stock to
which such holder is entitled and a check made payable to such holder with
respect to any fractional interest in share of Common Stock or Performance
Right Preferred Stock as provided in Section (f) below.  The holder shall be
deemed to have become a stockholder of record on the Optional Conversion Date
or the Conversion Date, as applicable, unless the transfer books of the
Corporation are closed on that date, in which event the holder shall be deemed
to have become a stockholder of record on the next succeeding date on which
the transfer books are open, but the "Closing Price," as defined below, shall
be that in effect on the applicable Optional Conversion Date or Conversion
Date.  Upon conversion of only a portion of the number of shares of the Series
B Convertible Preferred Stock represented by a certificate surrendered for
conversion, the Corporation shall issue and deliver to the holder of the
certificate so surrendered for conversion, at the expense of the Corporation,
a new certificate representing the unconverted portion of the Series B
Convertible Preferred Stock certificate so surrendered and a certificate or
certificates for the number of shares of Common Stock and Performance Right
Preferred Stock to which such holder is entitled.

    (f)  No Fractional Shares.  No fractional shares of Common Stock,
Performance Right Preferred Stock or scrip shall be issued upon conversion of
shares of the Series B Convertible Preferred Stock.  Instead of any fractional
shares of Common Stock or Performance Right Preferred Stock which would
otherwise be issuable upon conversion of any of the Series B Convertible
Preferred Stock, the Corporation shall pay a cash adjustment in respect of
such fractional interest, the fair value of which shall be determined in good
faith by the Board of Directors of the Corporation, which determination shall
be conclusive and binding.

    (g)  Taxes.  The Corporation shall pay any and all issue and other taxes
that may be payable in respect of any issue or delivery of shares of Common
Stock and Performance Right Preferred Stock on conversion of the Series B
Convertible Preferred Stock pursuant hereto.  The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of Common Stock in a
name other than in which the shares of Series B Convertible Preferred Stock so
converted were registered, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Corporation the
amount of any such tax, or has established, to the satisfaction of the
Corporation, that such tax has been or promptly will be paid.

    (h)  Shares Reserved.  The Corporation shall at all times reserve and keep
available, out of its authorized but unissued Common Stock and Performance
Right Preferred Stock, solely for the purpose of effecting the conversion of
the Series B Convertible Preferred Stock, the full number of shares of Common
Stock and Performance Right Preferred Stock deliverable upon the conversion of
all Series B Convertible Preferred Stock from time to time outstanding.  The
Corporation shall from time to time (subject to obtaining necessary director
and stockholder approval), in accordance with the laws of the State of
Delaware, increase the authorized amounts of its Common Stock and Performance
Right Preferred Stock if at any time the authorized number of shares of its
Common Stock and Performance Right Preferred Stock remaining unissued shall
not be sufficient to permit the conversion of all of the shares of Series B
Convertible Preferred Stock at the time outstanding.

    (i)  Status of Shares.  All shares of Common Stock and Performance Right
Preferred Stock which may be issued upon conversion of the Series B
Convertible Preferred Stock will upon issuance by the Corporation be validly
issued, fully-paid and non-assessable and free from all taxes, liens and
charges with respect to the issuance thereof.

    (j)  Adjustment of the Number of Shares to be Received upon Conversion of
Shares of Series B Convertible Preferred Stock.

        (1)  In case the Corporation shall at any time split or subdivide the
outstanding shares of Common Stock, or shall issue a stock dividend on its
outstanding Common Stock, or combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock, the number of shares into
which the shares of Series B Convertible Preferred Stock were convertible
immediately prior to such event shall be adjusted such that the holder of each
share of Series B Convertible Preferred Stock shall be entitled upon
conversion to receive the number of shares of Common Stock which such holder
would have been entitled to receive after the happening of any such event
described above, had such share of Series B Convertible Preferred Stock been
converted immediately prior to the happening of such event or any record date
with respect thereto.  An adjustment made pursuant hereto shall become
effective immediately after the effective date of such event, retroactive to
the record date, if any, for such event.

        (2)  If the Corporation shall issue rights, options or warrants, or
convertible or exchangeable securities containing or providing for the right
to subscribe for or purchase shares of Common Stock, to all holders of its
outstanding Common Stock, without payment of additional consideration by such
holders, entitling them, at any time prior to the Conversion Date, to
subscribe for or purchase shares of Common Stock at a price per share that is
less than the market price per share of Common Stock as of the record date for
such transaction, the number of shares of Common Stock into which the then
outstanding shares of Series B Convertible Preferred Stock are convertible
shall be determined by multiplying the number of shares into which the Series
B Convertible Preferred Stock were convertible immediately prior to such
transaction by a fraction, of which the numerator shall be (i) the number of
shares of Common Stock outstanding on the date of issuance of such rights,
options or warrants, or such convertible or exchangeable securities, plus the
number of additional shares of Common Stock represented by such convertible
securities so offered for subscription or purchase, and of which the
denominator shall be (ii) the number of shares of Common Stock outstanding on
the date of issuance of such rights, options or warrants, or such convertible
or exchangeable securities, plus the number of shares which the aggregate
exercise price of the total number of shares represented by such convertible
securities so offered would purchase at the market price per share of Common
Stock at such record date.  Such adjustment shall be made whenever such
rights, options or warrants, or such convertible or exchangeable securities,
are issued, and shall become effective immediately on the date of issuance
retroactive to the record date for the determination of stockholders entitled
to receive such rights, options or warrants, or such convertible or
exchangeable securities.

        (3)  For the purpose of adjustments required by Section (j)(2), the
shares of Common Stock that the holder of any rights, options, warrants or
convertible or exchangeable securities shall be entitled to subscribe for or
purchase shall be deemed to be issued and outstanding as of the date of sale,
issuance or distribution of such securities and the consideration, if any,
received by the Corporation therefor shall be deemed to be the consideration
actually received by the Corporation for such securities, plus the
consideration or premiums stated in such securities to be paid for the shares
of Common Stock acquired upon such exercise and conversion.

        (4)  For the purpose of any computation under Section (j)(2), the
market price per share of Common Stock at any date shall be determined as of
the record date based upon the average of the last closing sale price as
reported by any national securities exchange or a consolidation transaction
reporting system on which such shares are listed for the forty (40) trading
days immediately preceding such date.  If the Common Stock is not listed on a
national exchange or consolidated transaction reporting system, the market
price per share of Common Stock at any date shall mean the average of the
closing bid and ask prices as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System or a successor or similar
organization, for the forty (40)-day trading period immediately preceding such
date.  If the Common Stock is not listed on a national exchange or
consolidated transaction reporting system or reported on the National
Association of Securities Dealers, Inc. Automated Quotation System or a
successor or similar organization, the market price per share of Common Stock
at any date shall be as determined in good faith by the Board of Directors of
the Corporation, which determination shall be conclusive.

        (5)  No adjustment in the number of shares into which the Series B
Convertible Preferred Stock are convertible shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%)
in the number of shares of Common Stock into which the Series B Convertible
Preferred Stock are convertible; provided, however, that any adjustments which
by reason of this Section (j)(5) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.  All calculations
shall be made to the nearest cent and to the nearest one-hundredth of a share,
as the case may be.

        (6)  Irrespective of any adjustments in the number of shares into
which the Series B Convertible Preferred Stock are convertible, the
certificates representing the Series B Convertible Preferred Stock theretofore
and thereafter may continue to express the same number of shares as are
initially stated in the Series B Convertible Preferred Stock.

        (7)  If the shares of Common Stock shall be changed into the same or a
different number of shares of any other class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than a subdivision or
combination of shares, stock dividend or reorganization, merger, consolidation
or sale of assets expressly provided for in Section (c)(2) hereof), then, and
in any such event, each holder of Series B Convertible Preferred Stock shall
have the right to convert such stock into the kind and amount of stock and
other securities and property receivable upon such recapitalization,
reclassification or other change, which such holder would have been entitled
to receive after the happening of any such event described above, had such
shares of Series B Convertible Preferred Stock been converted immediately
prior to such recapitalization, reclassification or change or any record date
with respect thereto.  An adjustment made pursuant hereto shall become
effective immediately after the effective date of such event, retroactive to
the record date, if any, for such event.

    (k)  Changes Affecting the Series B Convertible Preferred Stock.  So long
as any shares of the Series B Convertible Preferred Stock are outstanding, the
Corporation shall not, without first obtaining the approval by vote or written
consent in the manner provided by law of the holders of at least a majority of
the total number of shares of the Series B Convertible Preferred Stock then
outstanding, voting separately as class, change the preferences, rights or
limitations with respect to the Series B Convertible Preferred Stock in any
material respect prejudicial to the holders thereof, increase the authorized
number of shares of Series B Convertible Preferred Stock, increase or decrease
the authorized number of shares of Preferred Stock of the Corporation, or
authorize, designate or increase or decrease the number of authorized shares
of any class or series of stock of the Corporation ranking on a parity with or
senior to the Series B Convertible Preferred Stock as to dividends or upon
dissolution, liquidation or winding up of the Corporation; but nothing
contained herein shall require such a class vote or consent (i) in connection
with any increase or decrease in the total number of authorized shares of the
Common Stock or Performance Right Preferred Stock, (ii) in connection with the
authorization, designation, increase or decrease of any class or series of
Junior Shares; or (iii) in connection with the issuance of any presently
authorized but unissued shares of Series B Convertible Preferred Stock.

    (l)  Status of Converted Series B Convertible Preferred Stock.  No share
or shares of Series B Convertible Preferred Stock acquired by the Corporation
by reason of purchase, conversion, redemption or otherwise shall be re-issued
and such shares shall be canceled and retired and, upon compliance with
applicable law, returned to the status of authorized but unissued and
undesignated shares of Preferred Stock of the Corporation.  All certificates
representing any of the Series B Convertible Preferred Stock surrendered for
conversion shall be appropriately canceled on the books of the Corporation.

    (m)  Authorized Number of Shares of Series B Convertible Preferred Stock.
The authorized number of shares of the Series B Convertible Preferred Stock
shall be 3,600,000.

II.  Series C Performance Right Preferred Stock.

     RESOLVED, that pursuant to the authority expressly granted and vested in
the Board of Directors of this Corporation in the Certificate of
Incorporation, as amended, a series of Preferred Stock of the Corporation be
and it hereby is authorized, and, as so authorized, is designated "Series C
Convertible Performance Right Preferred Stock" (hereinafter called the
"Performance Right Preferred Stock"), said series to consist of 3,600,000
shares, of $0.01 par value per share, of which the preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, shall be as follows:

    (a)  Dividends on Performance Right Preferred Stock.  The holders of
outstanding Performance Right Preferred Stock shall not be entitled to receive
any dividends.

    (b)  Redemption.  The Performance Right Preferred Stock shall not be
subject to redemption at any time.

    (c)  Preference on Liquidation.

        (1)  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation (any such instance hereinafter
called a "Liquidation"):

            (i)  The holders of shares of the Performance Right Preferred
Stock then outstanding shall be entitled to be paid, out of the assets of the
Corporation available for distribution to its stockholders, prior to and in
preference of any distribution of any of the assets or surplus funds of the
Corporation to the holders of the Common Stock and Class A Nonvoting Common
Stock of the Corporation by reason of their ownership thereof, an amount per
share of Performance Right Preferred Stock (hereinafter called the
"Liquidation Preference") equal to the greater of: (y) one cent ($0.01) per
share of Performance Right Preferred Stock (the "Monetary Preference"), or (z)
one-half (50%) of the amount available for distribution per share of Common
Stock (without regard to the Monetary Preference).  Upon receipt of such
amount, holders of Performance Right Preferred Stock will not share in any
additional proceeds, whether of cash or other property, that may result from
such Liquidation.  If, upon Liquidation of the Corporation, the assets of the
Corporation available for distribution to its stockholders shall be
insufficient to pay to the holders of the Performance Right Preferred Stock
the full Liquidation Preference, the holders of the Performance Right
Preferred Stock and any stock ranking on a parity thereto with respect to
liquidation, dissolution or winding up shall share ratably in any distribution
of assets according to the respective amounts which would have been payable in
respect to the shares of the Performance Right Preferred Stock held by them
upon such distribution if all amounts payable on or with respect to said
shares were paid in full.

            (ii)  All of the preferential amounts to be paid to the holders of
Performance Right Preferred Stock under this Section (c) shall be paid or set
apart for payment prior to payment or setting apart for payment of any amount
for, or the distribution of any amounts to, the holders of Common Stock or
Class A Nonvoting Common Stock in connection with any Liquidation.  After
setting apart or paying in full the preferential amounts due the holders of
the Performance Right Preferred Stock, the remaining assets of the Corporation
available for distribution to stockholders, if any, shall be distributed to
the holders of Common Stock and Class A Nonvoting Common Stock.

        (2)  If the Corporation (i) sells or otherwise transfers for value all
or substantially all of its assets and properties (a "Disposition
Reorganization") or (ii) merges or consolidates with another entity if such
merger or consolidation would result in the exchange of the outstanding shares
of the Corporation for securities or consideration issued, or caused to be
issued, by the surviving corporation, its subsidiary or parent, excepting a
merger or consolidation after the consummation of which the stockholders of
the Corporation own in excess of fifty percent (50%) of the voting securities
of the surviving corporation or its parent corporation (a "Merger
Reorganization") (a Disposition Reorganization or a Merger Reorganization
being hereinafter called a "Reorganization Event"), the Performance Right
Preferred Stock shall be converted automatically as provided in Section (e)(1)
hereof.

    (d)  Voting.  Except as otherwise required by law or by the Certificate of
Incorporation of the Corporation, the holders of Performance Right Preferred
Stock shall not be entitled to any vote in respect to such Performance Right
Preferred Stock, whether at any annual or special meeting of stockholders of
the Corporation, or by written consent.

    (e)  Conversion Rights.

        (1)  Each share of the Performance Right Preferred Stock shall
automatically convert, on the earlier to occur (i) of December 15, 1995
(hereinafter called the "Anniversary Date") or (ii) the date of the
Reorganization Event (hereinafter called the "Reorganization Date") (the
earlier to occur of the Anniversary Date or the Reorganization Date
hereinafter called the "Conversion Date"), into a fraction of a share, or one
or more full shares, of Common Stock determined by multiplication of each
share of Performance Right Preferred Stock by the "Conversion Formula" (as
hereinafter defined) based upon the average of the "Closing Prices" (as
hereinafter defined) of such Common Stock for the forty (40) trading days
immediately preceding the Conversion Date.  The "Closing Price" shall mean the
last closing sale price as reported on a national securities exchange or by a
consolidation transaction reporting system, or in the instance of publicly
traded securities not listed on a national exchange or consolidated
transaction reporting system, the Closing Price shall mean the average of the
closing bid and ask prices as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System or a successor or similar
organization.  In the instance of securities not listed on a national exchange
or consolidated transaction reporting system or reported on the national
Association of Securities Dealers, Inc. Automated Quotation System or a
successor or similar organization, the "Closing Price" shall mean the closing
price as determined in good faith by the Board of Directors of the Corporation
and a representative of the holders of a majority of the Performance Right
Preferred Stock, which determination shall be conclusive and binding.  The
"Conversion Formula" upon which each share of the Performance Right Preferred
Stock will convert into Common Stock is the result calculated by dividing
sixty (60) (hereinafter the "Conversion Price") by the average of the Closing
Prices of the Common Stock for the forty (40) trading days immediately
preceding the Conversion Date, and then subtracting 4.5, provided, however,
that in no event shall the number of shares into which each share of the
Performance Right Preferred Stock shall be converted exceed three (3) shares
of Common Stock or be less than one-half (1/2) share of Common Stock
(hereinafter called the "Limits"), subject to adjustment as provided in
Section (j).

        (2)  Notwithstanding the provisions of Section (e)(1), the Performance
Right Preferred Stock shall automatically convert into one-half (1/2) share of
Common Stock, subject to adjustment as provided in Section (j), in the event
that the average of the Closing Prices of the Common Stock for any forty (40)
consecutive trading days prior to the Anniversary Date equals or exceeds
$15.00 (the last such consecutive trading day hereinafter called the "Price
Conversion Date").

        (3)  The conversion rights set forth in Sections (e)(1) and (e)(2) are
mandatory and automatic and shall apply to all Performance Right Preferred
Stock then outstanding.  Upon such automatic conversion, the holders of such
Performance Right Preferred Stock shall surrender the certificate or
certificates representing the shares converted, duly endorsed for transfer to
the Corporation, to the principal office of the Corporation, or at such other
place as may be designed by the Corporation.  As promptly as practicable
thereafter, the Corporation shall issue and deliver to such holder, at such
office or other place designated by the Corporation, a certificate or
certificates registered in the name of the holder for the number of full
shares of Common Stock to which such holder is entitled and a check made
payable to such holder with respect to any fractional interest in a share of
Common Stock as provided in Section (f) hereof.  The holder shall be deemed to
have become a stockholder of record on the Conversion Date or the Price
Conversion Date, as applicable, unless the transfer books of the Corporation
are closed on that date, in which event the holder shall be deemed to have
become a stockholder of record on the next succeeding date on which the
transfer books are open.

    (f)  No Fractional Shares.  No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of the Performance Right Preferred
Stock.  Instead of any fractional shares of Common Stock which would otherwise
be issuable upon conversion of any of the Performance Right Preferred Stock,
the Corporation shall pay a cash adjustment in respect of such fractional
interest based on the average of the Closing Prices of Common Stock for the
forty (40) days immediately preceding the Conversion Date or the Price
Conversion Date, as applicable.

    (g)  Taxes.  The Corporation shall pay any and all issue and other taxes
that may be payable in respect of any issue or delivery of shares of Common
Stock and Performance Right Preferred Stock on conversion of the Performance
Right Preferred Stock pursuant hereto.  The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of shares of Common Stock in a name other
than that in which the shares of Performance Right Preferred Stock so
converted were registered, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Corporation the
amount of any such tax, or has established, to the satisfaction of the
Corporation, that such tax has been or promptly will be paid.

    (h)  Shares Reserved.  The Corporation shall at all times reserve and keep
available, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the Performance Right Preferred Stock,
the full number of shares of Common Stock deliverable upon the conversion of
all Performance Right Preferred Stock from time to time outstanding.  The
Corporation shall from time to time (subject to obtaining necessary director
and stockholder authorization), in accordance with the laws of the State of
Delaware, increase the authorized amounts of its Common Stock if at any time
the authorized number of shares of its Common Stock remaining unissued shall
not be sufficient to permit the conversion of all of the shares of Performance
Right Preferred Stock at the time outstanding.

    (i)  Status of Shares.  All shares of Common Stock which may be issued
upon conversion of the Performance Right Preferred Stock will upon issuance by
the Corporation be validly issued, fully-paid and non-assessable and free from
all taxes, liens and charges with respect to the issuance thereof.

    (j)  Adjustment of the Number of Shares to be Received upon Conversion of
Shares of Performance Right Preferred Stock.

        (1)  In case the Corporation shall at any time split or subdivide the
outstanding shares of Common Stock, or shall issue a stock dividend on its
outstanding Common Stock, or combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock, the Conversion Price shall be
adjusted such that the holder of each share of Performance Right Preferred
Stock shall be entitled upon conversion to receive the number of shares of
Common Stock which such holder would have been entitled to receive after the
happening of any such event described above, had such shares of Performance
Right Preferred Stock been converted immediately prior to the happening of
such event or any record date with respect thereto, and the Limits shall be
proportionately adjusted.  An adjustment made pursuant hereto shall become
effective immediately after the effective date of such event, retroactive to
the record date, if any, for such event.

        (2)  If the Corporation shall issue rights, options or warrants, or
convertible or exchangeable securities containing or providing for the right
to subscribe for or purchase shares of Common Stock, to all holders of its
outstanding Common Stock, without payment of additional consideration by such
holders, entitling them, at any time prior to the Conversion Date or the Price
Conversion Date, to subscribe for or purchase shares of Common Stock at a
price per share that is less than the market price per share of Common Stock
as of the record date for such transaction, the Conversion Price shall be
adjusted so that the number of shares of Common Stock into which the then
outstanding shares of Performance Right Preferred Stock is convertible shall
equal a number determined by multiplying the number of shares into which such
shares of the Performance Right Preferred Stock was convertible immediately
prior to such transaction by a fraction, of which the numerator shall be (i)
the number of shares of Common Stock outstanding on the date of issuance of
such rights, options or warrants, or such convertible or exchangeable
securities, plus the number of additional shares of Common Stock represented
by such convertible securities so offered for subscription or purchase, and of
which the denominator shall be (ii) the number of shares of Common Stock
outstanding on the date of issuance of such rights, options or warrants, or
convertible or exchangeable securities, plus the number of shares which the
aggregate exercise price of the total number of shares represented by such
convertible securities so offered would purchase at the market price per share
of Common Stock at such record date.  In connection with any adjustment, the
Limits shall also be proportionately adjusted.  Such adjustments shall be made
whenever such rights, options or warrants, or convertible or exchangeable
securities, are issued, and shall become effective immediately on the date of
issuance retroactive to the record date for the determination of stockholders
entitled to receive such rights, options or warrants, or convertible or
exchangeable securities.

        (3)  For the purpose of adjustments required by Section (j)(2), the
shares of Common Stock that the holder of any rights, options, warrants or
convertible or exchangeable securities shall be entitled to subscribe for or
purchase shall be deemed to be issued and outstanding as of the date of sale,
issuance or distribution of such securities and the consideration, if any,
received by the Corporation therefor shall be deemed to be the consideration
actually received by the Corporation for such securities, plus the
consideration or premiums stated in such securities to be paid for the shares
of Common Stock acquired upon such exercise and conversion.

        (4)  For the purpose of any computation under Section (j)(2), the
market price per share of Common Stock at any date shall be determined as of
the record date based upon the average of the Closing Prices for the
immediately preceding forty (40) trading days.

        (5)  No adjustment in the Conversion Price, the Limits or in the
number of shares into which the Performance Right Preferred Stock are
convertible shall be required unless such adjustment would require an increase
or decrease of at least one percent (1%) in the Conversion Price and in the
number of shares into which the Performance Right Preferred Stock are
convertible; provided, however, that any adjustments which by reasons of this
Section (j)(5) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.  All calculations shall be made to
the nearest cent and to the nearest one-hundredth of a share, as the case may
be.

        (6)  Irrespective of any adjustments in the number of shares into
which the Performance Right Preferred Stock are convertible, the certificates
representing the Performance Right Preferred Stock theretofore and thereafter
may continue to express the same number of shares as are initially stated in
the Performance Right Preferred Stock.

        (7)  If the shares of Common Stock shall be changed into the same or a
different number of shares of any other class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than a subdivision or
combination of shares, stock dividend or reorganization, merger, consolidation
or sale of assets expressly provided for in Section (c)(2) hereof), then, and
in any such event, each holder of Performance Right Preferred Stock shall have
the right to convert such stock into the kind and amount of stock and other
securities and property receivable upon such recapitalization,
reclassification or other change, which such holder would have been entitled
to receive after the happening of any such event described above, had such
shares of Performance Right Preferred Stock been converted immediately prior
to such recapitalization, reclassification or change or any record date with
respect thereto.  An adjustment made pursuant hereto shall become effective
immediately after the effective date of such event, retroactive to the record
date, if any, for such event.

    (k)  Changes Affecting the Performance Right Preferred Stock.  So long as
any shares of the Performance Right Preferred Stock are outstanding, the
Corporation shall not, without first obtaining the approval by vote or written
consent in the manner provided by law of the holders of at least a majority of
the total number of shares of the Performance Right Preferred Stock then
outstanding, voting separately as class, change the preferences, rights or
limitations with respect to the Performance Right Preferred Stock in any
material respect prejudicial to the holders thereof, or increase the
authorized number of shares of Performance Right Preferred Stock; but nothing
contained herein shall require such a class vote or consent (i) in connection
with any increase or decrease in the total number of authorized shares of the
Common Stock, (ii) in connection with the authorization, designation, increase
or decrease of any class or series of shares of the Corporation other than an
increase in the authorized number of shares of Performance Right Preferred
Stock; or (iii) in connection with the issuance of any presently authorized
but unissued shares of Performance Right Preferred Stock.

    (l)  Status of Converted Performance Right Preferred Stock.  No share or
shares of Performance Right Preferred Stock acquired by the Corporation by
reason of purchase, conversion or otherwise shall be re-issued and such shares
shall be canceled and retired and, upon compliance with applicable law,
returned to the status of authorized but unissued and undesignated shares of
Preferred Stock of the Corporation.  All certificates representing any of the
Performance Right Preferred Stock surrendered for conversion shall be
appropriately canceled on the books of the Corporation.

    (m)  Authorized Number of Shares of Performance Right Preferred Stock.
The authorized number of shares of the Performance Right Preferred Stock shall
be 3,600,000.

IN WITNESS WHEREOF, Ramtron International Corporation has caused this
Certificate of Designations, Preferences, Rights, and Limitations of Series B
Convertible Preferred Stock and Series C Convertible Performance Right
Preferred Stock to be duly executed by the undersigned this 9th day of the
December, 1993.

RAMTRON INTERNATIONAL CORPORATION

By:  /S/ Jack R. Morgan
- -----------------------
Name:  Jack R. Morgan
Title:  Sr. Vice President

ATTEST

/S/ John C. Coe
- ---------------
John C. Coe, Secretary


                               STATE OF DELAWARE
                        OFFICE OF THE SECRETARY OF STATE

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "RAMTRON INTERNATIONAL CORPORATION," FILED IN THIS OFFICE ON
THE SEVENTH DAY OF FEBRUARY, A.D. 1995, AT 11:38 0'CLOCK A.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY
RECORDER OF DEEDS FOR RECORDING.

                                                           /S/ Edward J. Freel
                                                           -------------------
                                           Edward J. Freel, Secretary of State

                                                       AUTHENTICATION: 7401595
                                                             DATE:  02/08/1995

                          CERTIFICATE OF ELIMINATION
                                      OF
                SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                      AND
                     SERIES B CONVERTIBLE PREFERRED STOCK
                                      OF
                       RAMTRON INTERNATIONAL CORPORATION

         Pursuant to Section 151 of the General Corporation Law of 
                            the State of Delaware

RAMTRON INTERNATIONAL CORPORATION (hereinafter called the "Corporation"), a
Delaware corporation, does hereby certify:

THAT, pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation, as amended, of the Corporation, and pursuant to
the provisions of Section 151 of the Delaware Corporation Law, said Board of
Directors, at a meeting held on October 30, 1992, duly adopted resolutions
providing for the issuance of a series of 1,365,046 shares of Series A
Cumulative Convertible Preferred Stock and at a meeting held on December 1,
1993, duly adopted resolutions providing for the issuance of a series of
3,600,000 shares of Series B Convertible Preferred Stock and a series of
3,600,000 shares of Series C Convertible Performance Right Preferred Stock;

FURTHER THAT, pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation, as amended, and pursuant to the
provisions of Section 151 of the Delaware Corporation Law, said Board of
Directors, at a meeting held on July 29, 1994, duly adopted the following
resolutions cancelling the designation of the Series A Cumulative Convertible
Preferred Stock and Series B Convertible Preferred Stock and all such
previously designated preferred stock shall from this date forward be treated
as authorized but unissued preferred stock with no specific designation.

I.  Series A Cumulative Convertible Preferred Stock and Series B Convertible
Preferred Stock.

     RESOLVED that none of the authorized shares of Series A Cumulative
Convertible Preferred Stock of the Company is outstanding;

     FURTHER RESOLVED that none of the authorized shares of Series A
Cumulative Convertible Preferred Stock of the Company will be issued subject
to the Certificate of Designations, Preferences, Rights and Limitations of
Series A Cumulative Preferred Stock filed with the Delaware Secretary to State
of November 16, 1992 with respect to the Series A Cumulative Convertible
Preferred Stock;

     FURTHER RESOLVED that none of the authorized shares of Series B
Convertible Preferred Stock of the Company is outstanding;

     FURTHER RESOLVED that none of the authorized shares of Series B
convertible Preferred Stock of the Company will be issued subject to the
Certificate of Designations, Preferences, Rights and Limitations of Series B
Convertible Preferred Stock filed with the Delaware Secretary to State of
December 10, 1993 with respect to the Series B Convertible Preferred Stock;

     FURTHER RESOLVED that the Company's officers are hereby authorized and
directed to execute and file with the Delaware Secretary of State a
Certificate pursuant to the provisions of Section 151(g) of the General
Corporation Law of the State of Delaware for the purposes of eliminating from
the Certificate of Incorporation of the Company all references to both the
Series A Cumulative Convertible Preferred Stock and the Series B Convertible
Preferred Stock of the Company; and

     FURTHER RESOLVED that the Company's officers are hereby authorized and
directed to perform any acts, including the payment of any and all expenses,
and to execute and deliver any and all documents that they deem necessary or
appropriate to carry out all of the foregoing resolutions.

IN WITNESS WHEREOF, Ramtron International Corporation has caused this
Certificate of Elimination of Series A Cumulative Convertible Preferred Stock
and Series B Convertible Preferred Stock to be duly executed by the
undersigned this 3rd day of February 1995.

RAMTRON INTERNATIONAL CORPORATION

By:  /S/ Oren L. Benton
- ---------------------------
Name:  Oren L. Benton
Title:  Chief Executive Officer

ATTEST:

/S/  Kathy Bouard
- --------------------
Kathy Bouard



STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:45 AM 03/30/1995
950070966-2026110

                         CERTIFICATE OF AMENDMENT
                                    OF
                       CERTIFICATE OF INCORPORATION

Ramtron International Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors of said corporation, pursuant to written
unanimous written consent, adopted a resolution proposing and declaring
advisable the following amendment to the Certificate of Incorporation of said
corporation.

    "FOURTH.  The total number of shares of capital stock which the Company
shall have authority to issue is 60,000,000, consisting of 50,000,000 shares
of Common Stock, $0.01 par value per share, and 10,000,000 shares of Preferred
Stock, $0.01 par value per share.

    The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred
Stock in one or more series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designations, powers, preferences, and rights of the shares of each such
series and any qualifications, limitations or restrictions thereof.  The
number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the Common Stock, without a
vote of the holders of the Preferred Stock, or of any series thereof, unless a
vote of such holders is required pursuant to the certificate or certificates
establishing the series of Preferred Stock."

SECOND:  That holders of a majority of the outstanding common stock of the
Company have approved said amendment by written consent in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

THIRD:  That the aforesaid amendments were duly adopted in accordance with the
applicable provisions of Section 228 of the General Corporation Law of the
State of Delaware.

IN WITNESS WHEREOF, said Ramtron International Corporation has caused this
certificate to be signed by Richard L. Mohr, its Executive Vice President and
attested by David N. Karpel, its Secretary, this 29th day of March 1995.

Ramtron International Corporation

By: /S/ Richard L. Mohr
- -----------------------
Richard L. Mohr, Executive Vice President

ATTEST:

By: /S/ David N. Karpel
- -----------------------
David N. Karpel, Secretary


STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/22/1995
950139642-2026110

                          CERTIFICATE OF CORRECTION
                                      OF
                          CERTIFICATE OF AMENDMENT
                                      OF
                     RAMTRON INTERNATIONAL CORPORATION


Ramtron International Corporation, a Delaware corporation (the "Corporation"),
pursuant to Section 103(f) of the General Corporation Law of the State of
Delaware, does hereby certify:

FIRST:  That the Certificate of Amendment to Certificate of Incorporation
("Certificate of Amendment") of the Corporation which was filed with the
Secretary of State of Delaware on March 30, 1995, is an inaccurate record of
the corporation action referred to therein.

SECOND:  That said Certificate of Amendment was inaccurate in that paragraphs
SECOND and THIRD thereof state that the amendment was approved by a majority
of the holders of the outstanding common stock by consent and that the
amendment was adopted in accordance with Section 228 of the General
Corporation Law of the State of Delaware.  Said amendment was, in fact,
adopted in accordance with Section 242 of the General Corporation Law at a
duly called meeting of stockholders.

THIRD:  Article SECOND in correct form is as follows:

SECOND:  That holders of a majority of the outstanding common stock of the
Company have approved said amendment at a duly called meeting.

FOURTH:  Article THIRD in correct form is as follows:

THIRD:  The amendment was duly adopted in accordance with Section 242 of the
Delaware General Corporation Law.

IN WITNESS WHEREOF, Ramtron International Corporation has caused this
Certificate of Correction to be executed by its duly authorized officer this
21st day of June, 1995.


By: /S/ Richard L. Mohr
- -----------------------
Richard L. Mohr
Executive Vice President



STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/12/1996
960331885-2026110

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

Ramtron International Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors of said corporation, at a meeting held on
June 7, 1996, adopted a resolution proposed and declaring advisable the
following amendment to the Certificate of Incorporation of said corporation.

    "FOURTH.  The total number of shares of capital stock which the
Corporation shall have authority to issue is 85,000,000, consisting of
75,000,000 shares of Common Stock, $0.01 par value per share, and 10,000,000
shares of Preferred Stock, $0.01 par value per share.

    The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred
Stock in one or more series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designations, powers, preferences, and rights of the shares of each such
series and any qualifications, limitations or restrictions thereof.  The
number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the Common Stock, without a
vote of the holders of the Preferred Stock, or of any series thereof, unless a
vote of such holders is required pursuant to the certificate or certificates
establishing the series of Preferred Stock."

SECOND: That at a meeting duly held, the majority of holders of the
outstanding common stock of the Company have approved said amendment in
accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.

THIRD:  That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

IN WITNESS WHEREOF, said Ramtron International Corporation has caused this
certificate to be signed by L. David Sikes, its Chief Executive Officer and
attested by Richard L. Mohr, its Secretary, this 1st day of November 1996.

RAMTRON INTERNATIONAL CORPORATION

BY: /S/ L. David Sikes
- ----------------------
L. David Sikes
Chief Executive Officer

ATTEST:

BY: /S/ Richard L. Mohr
- -----------------------
Richard L. Mohr
Secretary

EX-3.2

                                    BY-LAWS
                                      OF
                        RAMTRON INTERNATIONAL CORPORATION
                                   RESTATED

                        Ramtron International Corporation
                              1850 Ramtron Drive
                         Colorado Springs, Colorado 80921


                                    BY-LAWS

                                TABLE OF CONTENTS

     ARTICLE I - STOCKHOLDERS

        SECTION 1.1    PLACE OF MEETINGS
        SECTION 1.2    ANNUAL MEETING
        SECTION 1.3    SPECIAL MEETINGS
        SECTION 1.4    NOTICE OF MEETINGS
        SECTION 1.5    VOTING LIST
        SECTION 1.6    QUORUM
        SECTION 1.7    ADJOURMENTS
        SECTION 1.8    VOTING AND PROXIES
        SECTION 1.9    ACTION AT MEETING
        SECTION 1.10   ACTION WITHOUT MEETING

     ARTICLE II - DIRECTORS

        SECTION 2.1    GENERAL POWERS
        SECTION 2.2    NUMBER; ELECTION AND QUALIFICATION
        SECTION 2.3    ENLARGEMENT OF THE BOARD
        SECTION 2.4    TENURE
        SECTION 2.5    VACANCIES
        SECTION 2.6    RESIGNATION
        SECTION 2.7    REGULAR MEETINGS
        SECTION 2.8    SPECIAL MEETINGS
        SECTION 2.9    NOTICE OF SPECIAL MEETINGS
        SECTION 2.10   MEETINGS BY TELEPHONE CONFERENCE CALLS
        SECTION 2.11   QUORUM
        SECTION 2.12   ACTION AT MEETING
        SECTION 2.13   ACTION BY CONSENT
        SECTION 2.14   REMOVAL
        SECTION 2.15   COMMITTEES
        SECTION 2.16   COMPENSATION OF DIRECTORS

     ARTICLE III - OFFICERS

        SECTION 3.1    ENUMERATION
        SECTION 3.2    ELECTION
        SECTION 3.3    QUALIFICATION
        SECTION 3.4    TENURE
        SECTION 3.5    RESIGNATION AND REMOVAL
        SECTION 3.6    VACANCIES
        SECTION 3.7    CHAIRMAN OF THE BOARD AND VICE CHAIRMAN OF THE BOARD
        SECTION 3.8    PRESIDENT
        SECTION 3.9    VICE PRESIDENTS
        SECTION 3.10   SECRETARY AND ASSISTANT SECRETARIES
        SECTION 3.11   TREASURER AND ASSISTANT TREASURERS
        SECTION 3.12   SALARIES

     ARTICLE IV - CAPITAL STOCK

        SECTION 4.1    ISSUANCE OF STOCK
        SECTION 4.2    CERTIFICATES OF STOCK
        SECTION 4.3    TRANSFERS
        SECTION 4.4    LOST, STOLEN OR DESTROYED CERTIFICATES
        SECTION 4.5    RECORD DATE

     ARTICLE V - INDEMNIFICATION

     ARTICLE VI - GENERAL PROVISIONS

        SECTION 6.1    FISCAL YEAR
        SECTION 6.2    CORPORATE SEAL
        SECTION 6.3    WAIVER OF NOTICE
        SECTION 6.4    VOTING OF SECURITIES
        SECTION 6.5    EVIDENCE OF AUTHORITY
        SECTION 6.6    CERTIFICATE OF INCORPORATION
        SECTION 6.7    TRANSACTIONS WITH INTERESTED PARTIES
        SECTION 6.8    SEVERABILITY
        SECTION 6.9    PRONOUNS

     ARTICLE VII - AMENDMENTS

        SECTION 7.1    BY THE BOARD OF DIRECTORS
        SECTION 7.2    BY THE STOCKHOLDERS


                                     BY-LAWS
                                       OF
                      RAMTRON INTERNATIONAL CORPORATION

ARTICLE I - STOCKHOLDERS

1.1  PLACE OF MEETINGS.  All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time
to time by the Board of Directors or the President or, if not so designated,
at the registered office of the corporation.

1.2  ANNUAL MEETING.  The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on the second Tuesday in November in
each year at a time fixed by the Board of Directors or the President.  If this
date shall fall upon a legal holiday at the place of the meeting, then such
meeting shall be held on the next succeeding business day at the same hour.
If no annual meeting is held in accordance with the foregoing provisions, the
Board of Directors shall cause the meeting to be held as soon thereafter as
convenient.  If no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu of the annual meeting and
any action taken at that special meeting shall have the same effect as if it
had been taken at the annual meeting, and in such case all references in these
By-Laws to the annual meeting of the stockholders shall be deemed to refer to
such special meeting.

1.3  SPECIAL MEETINGS.  Special meetings of stockholders may be called at any
time by the President or by the Board of Directors.  Business transacted at
any special meeting of stockholders shall be limited to matters relating to
the purpose or purposes stated in the notice of meeting.

1.4  NOTICE OF MEETINGS.  Except as otherwise provided by law, written notice
of each meeting of stockholders, whether annual or special, shall be given not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting.  The notices of all meetings
shall state the place, date and hour of the meeting.  The notice of a special
meeting shall state, in addition, the purpose or purposes for which the
meeting is called.  If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation.

1.5  VOTING LIST.  The officer who has charge of the stock ledger of the
corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours for a
period of at least 10 days prior to the meeting, at a place within the city
where the meeting is to be held.  The list shall also be produced and kept at
the time and place of the meeting during the whole time of the meeting, and
may be inspected by any stockholder who is present.

1.6  QUORUM.  Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the holders of the majority of the shares of
the capital stock of the corporation issued and outstanding and entitled to
vote at the meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business.

1.7  ADJOURNMENTS.  Any meeting of stockholders may be adjourned to any other
time and to any other place at which a meeting of stockholders may be held
under these By-Laws by the stockholders present or represented at the meeting
and entitled to vote, although less than a quorum, or, if no stockholder is
present, by any officer entitled to preside at or to act as Secretary of such
meeting.  It shall not be necessary to notify any stockholder of any
adjournment of less than 30 days if the time and place of the adjourned
meeting is announced at the meeting at which adjournment is taken, unless
after the adjournment a new record date is fixed for the adjourned meeting.
At the adjourned meeting, the corporation may transact any business which
might have been transacted at the original meeting.

1.8  VOTING AND PROXIES.  Each stockholder shall have one vote for each share
of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise
provided in the Certificate of Incorporation.  Each stockholder of record
entitled to vote at a meeting of stockholders, or to express consent or
dissent to corporate action in writing without a meeting, may vote or express
such consent or dissent in person or may authorize another person or persons
to vote or act for him/her by written proxy executed by the stockholder or his
authorized agent and delivered to the Secretary of the corporation.  No such
proxy shall be voted or acted upon after three years from the date of its
execution, unless the proxy expressly provides for a longer period.

1.9  ACTION AT MEETING.  When a quorum is present at any meeting, the holders
of a majority of the stock present or represented and voting on a matter (or
if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority of the
stock of that class present or represented and voting on a matter) shall
decide any matter to be voted upon by the stockholders at such meeting, except
when a different vote is required by express provision of law, the Certificate
of Incorporation or these By-Laws.  Any election by stockholders shall be
determined by a plurality of the votes cast by stockholders entitled to vote
at the election.

1.10  ACTION WITHOUT MEETING.  Any action required or permitted to be taken at
any annual or special meeting of stockholders of the corporation may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted.  Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in
writing.

ARTICLE II - DIRECTORS

2.1  GENERAL POWERS.  The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise
all of the powers of the corporation except as otherwise provided by law, the
Certificate of  Incorporation or these By-Laws.  In the event of a vacancy in
the Board of Directors, the remaining directors, except as otherwise provided
by law, may exercise the powers of the full Board until the vacancy is filled.

2.2  NUMBER; ELECTION AND QUALIFICATION.  The number of directors which shall
constitute the whole Board of Directors shall be determined by resolution of
the stockholders or the Board of Directors, but in no event shall be less than
one.  The number of directors may be decreased at any time and from time to
time either by the stockholders or by a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more directors.  The
directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote on such election.  Directors need not
be stockholders of the corporation.

2.3  ENLARGEMENT OF THE BOARD.  The number of directors may be increased at
any time and from time to time by the stockholder or by a majority of the
directors then in office.

2.4  TENURE.  Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until his earlier death,
resignation or removal.

2.5  VACANCIES.  Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.  A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office, and a director chosen to fill a
position resulting from an increase in the number of directors shall hold
office until the next annual meeting of stockholders and until his successor
is elected and qualified, or until earlier death, resignation or removal.

2.6  RESIGNATION.  Any director may resign by delivering his written
resignation to the corporation at its principal office or to the President or
Secretary.  Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.

2.7  REGULAR MEETINGS.  Regular meetings of the Board of Directors may be held
without notice at such time and place, either within or without the State of
Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made
shall be given notice of the determination.  A regular meeting of the Board of
Directors may be held without notice immediately after and at the same place
as the annual meeting of stockholders.

2.8  SPECIAL MEETINGS.  Special meetings of the Board of Directors may be held
at any time and place, within or without the State of Delaware, designated in
a call by the Chairman of the Board, President, two or more directors, or by
one director in the event that there is only a single director in office.

2.9  NOTICE OF SPECIAL MEETINGS.  Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of
the directors calling the meeting.  Notice thereof, stating the place, date
and time of the meeting, shall be given to each director either by mailing
written notice to his last known business or home address at least three (3)
business days in advance of the meeting, or personally or by telephone,
telegram, telex or similar means of communication on 24 hour notice, or on
such shorter notice as the person or persons calling such meeting deem
necessary or appropriate under exigent circumstances.  A notice or waiver of
notice of a meeting of the Board of Directors need not specify the purposes of
the meeting.

2.10  MEETINGS BY TELEPHONE CONFERENCE CALLS.  Directors or any members of any
committee designated by the directors may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation by such means shall
constitute presence in person at such meeting.

2.11  QUORUM.  A majority of the total number of the whole Board of Directors
shall constitute a quorum at all meetings of the Board of Directors.  In the
event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such
director so disqualified; provided, however, that in no case shall less than
one-third (1/3) of the number so fixed constitute a quorum.  In the absence of
a quorum at any such meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice other than announcement
at the meeting, until a quorum shall be present.

2.12  ACTION AT MEETING.  At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these By-Laws.

2.13  ACTION BY CONSENT.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting, if all members of the Board  or
committee, as the case may be, consent to the action in writing, and the
written consents are filed with the minutes of proceedings of the Board or
committee.

2.14  REMOVAL.  Any one or more or all of the directors may be removed, with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors, except that the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series.

2.15  COMMITTEES.  The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation.  The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.  In
the absence or disqualification of a member of a committee, the member or
members of the committee present at any meeting and not disqualified from
voting, whether or not he/she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.  Any such committee, to the
extent provided in the resolution of the Board of Directors and subject to the
provisions of the General Corporation Law of the State of Delaware, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation and may authorize
the seal of the corporation to be affixed to all papers which may require it.
Each such committee shall keep minutes and make such reports as the Board of
Directors may from time to time request.  Except as the Board of Directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided in these By-Laws for the Board of Directors.

2.16  COMPENSATION OF DIRECTORS.  Directors may be paid such compensation for
their services, including, without limitation, for their service on committees
of the Board of Directors, and such reimbursement for expenses of attendance
at meetings of the Board of Directors and meetings of committees of the Board
of Directors, as the Board of Directors may from time to time determine.  No
such payment shall preclude any director from serving the corporation or any
of its parent or subsidiary corporations in any other capacity and receiving
compensation for such service.

ARTICLE III - OFFICERS

3.1  ENUMERATION.  The officers of the corporation shall consist of a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including Chairman of the
Board, a Vice-Chairman of the Board and one or more Vice Presidents, Assistant
Treasurers and Assistant Secretaries.  The Board of Directors may appoint such
other officers as it may deem appropriate.

3.2  ELECTION.  The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders.  Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

3.3  QUALIFICATION.  No officer need be a stockholder.  Any two or more
offices may be held by the same person.

3.4  TENURE.  Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in
the vote choosing or appointing him/her, or until his earlier death,
resignation or removal.

3.5  RESIGNATION AND REMOVAL.  Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President or Secretary.  Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the
happening of some other event.

     Any officer may be removed at any time, with or without cause, by vote of
     a majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
     resigns or is removed shall have any right to any compensation as an
     officer for any period following his resignation or removal, or any right
     to damages on account of such removal, whether his compensation be by the
     month or by the year or otherwise, unless such compensation is expressly
     provided in a duly authorized written agreement with the corporation.

3.6  VACANCIES.  The Board of Directors may fill any vacancy occurring in any
office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President,
Treasurer and Secretary.  Each such successor shall hold office for the
unexpired term of his predecessor and until his successor is elected and
qualified, or until his earlier death, resignation or removal.

3.7  CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD.  The Board of
Directors may appoint a Chairman of the Board and may designate the Chairman
of the Board as Chief Executive Officer.  If the Board of Directors appoints a
Chairman of the Board, he/she shall perform such duties and possess such
powers as are assigned to him/her by the Board of Directors.  If the Board of
Directors appoints a Vice-Chairman of the Board, he/she shall, in the absence
or disability of the Chairman of the Board, perform the duties and exercise
the powers of the Chairman of the Board and shall perform such other duties
and possess such other powers as may from time to time be vested in him/her by
the Board of Directors.

3.8  PRESIDENT.  The President shall be the Chief Operating Officer of the
corporation.  Unless the Board of Directors has designated the Chairman of the
Board as Chief Executive Officer, the President shall also be the Chief
Executive Officer of the corporation.  The President shall, subject to the
direction of the Board of Directors, have general charge and supervision of
the business of the corporation.  Unless otherwise provided by the Board of
Directors, he/she shall preside at all meetings of the stockholders, if he/she
is a director, at all meetings of the Board of Directors.  The President shall
perform such other duties and shall have such other powers as the Board of
Directors may from time to time prescribe.

3.9  VICE PRESIDENTS.  Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time
to time prescribe.  In the event of the absence, inability or refusal to act
of the President, the Vice President (or if there shall be more than one, the
Vice Presidents in the order determined by the Board of Directors) shall
perform the duties of the President and when so performing shall have all the
powers of and be subject to all the restrictions upon the President.  The
Board of Directors may assign to any Vice President the title of Executive
Vice President, Senior Vice President or any other title selected by the Board
of Directors.

3.10  SECRETARY AND ASSISTANT SECRETARIES.  The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the President
may from time to time prescribe.  In addition, the Secretary shall perform
such duties and have such powers as are incident to the office of the
Secretary, including without limitation the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on
documents.

     Any Assistant Secretary shall perform such duties and possess such powers
     as the Board of Directors, the President or the Secretary may from time
     to time prescribe.  In the event of the absence, inability or refusal to
     act of the Secretary, the Assistant Secretary (or if there shall be more
     than one, the Assistant Secretaries in the order determined by the Board
     of Directors), shall perform the duties and exercise the powers of the
     Secretary.

     In the absence of the Secretary or any Assistant Secretary at any meeting
     of stockholders or directors, the person presiding at the meeting shall
     designate a temporary secretary to keep a record of the meeting.

3.11  TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall perform such
duties and shall have such powers as the Board of Directors or the President
may from time to time prescribe.  In addition, the Treasurer shall perform
such duties and have such powers as are incident to the office of the
Treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds
of the corporation in depositories selected in accordance with these By-Laws,
to disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     Any Assistant Treasurers shall perform such duties and possess such
     powers as the Board of Directors, the President or the Treasurer may from
     time to time prescribe.  In the event of the absence, inability or
     refusal to act of the Treasurer, the Assistant Treasurer (or if there
     shall be more than one, the Assistant Treasurers in the order determined
     by the Board of Directors), shall perform the duties and exercise the
     powers of the Treasurer.

3.12  SALARIES.  Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

ARTICLE IV - CAPITAL STOCK

4.1  ISSUANCE OF STOCK.  Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or
any part of any unissued balance of the authorized capital stock of the
corporation or the whole or any part of any unissued balance of the authorized
capital stock of the corporation held in its treasury may be issued, sold,
transferred or otherwise disposed of by vote of the Board of Directors in such
manner, for such consideration and on such terms as the Board of Directors may
determine.

4.2  CERTIFICATES OF STOCK.  Every holder of stock of the corporation shall be
entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
him/her in the corporation.  Each such certificate shall be signed by, or in
the name of the corporation by, the Chairman or Vice-Chairman, if any, of the
Board of Directors, or the President or a Vice President, and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation.  Any or all of the signatures on the certificate may be a
facsimile.

     Each certificate for shares of stock which are subject to any restriction
     on transfer pursuant to the Certificate of Incorporation, the By-Laws,
     applicable securities laws or any agreement among any number of
     shareholders or among such holders and the corporation shall have
     conspicuously noted on the face or back of the certificate either the
     full text of the restriction or a statement of the existence of such
     restriction.

4.3  TRANSFERS.  Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to
the corporation or its transfer agent of the certificate representing such

shares properly endorsed or accompanied by a written assignment or power of
attorney properly executed, and with such proof of authority or the
authenticity of signature as the corporation or its transfer agent may
reasonably require.  Except as may be otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and
the right to vote with respect to such stock, regardless of any transfer,
pledge or other disposition of such stock until the shares have been
transferred on the books of the corporation in accordance with the
requirements of these By-Laws.

4.4  LOST, STOLEN OR DESTROYED CERTIFICATES.  The corporation may issue a new
certificate of stock in place of any previously issued certificate alleged to
have been lost, stolen or destroyed upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity
as the Board of Directors may require for the protection of the corporation or
any transfer agent or registrar.

4.5  RECORD DATE.  The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action.  Such record date shall not be more than 60 days nor less than
10 days before the date of such meeting, nor more than 60 days prior to any
other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
     entitled to notice of or to vote at a meeting of stockholders shall be at
     the close of business on the day before the day on which notice is given,
     or, if notice is waived, at the close of business on the day before the
     day on which the meeting is held.  The record date for determining
     stockholders entitled to express consent to corporate action in writing
     without a meeting, when no prior action by the Board of Directors is
     necessary, shall be the day on which the first written consent is
     expressed.  The record date for determining stockholders for any other
     purpose shall be at the close of business on the day on which the Board
     of Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to
     vote at a meeting of stockholders shall apply to any adjournment of the
     meeting; provided, however, that the Board of Directors may fix a new
     record date for the adjourned meeting.

ARTICLE V - INDEMNIFICATION

The corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of Delaware or any other applicable provisions of
Delaware law, as such law may be amended and supplemented from time to time,
indemnify any director, officer or trustee which it shall have power to
indemnify under such law against any expenses, liabilities or other matters
referred to in or covered by such law.  The indemnification provided for in
this Article: (i) shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any by-law, agreement or vote of
stockholders or disinterested directors or otherwise, both as to action in

their official capacities and as to action in another capacity while holding
such office; (ii) shall continue as to a person who has ceased to be a
director, officer or trustee; and (iii) shall inure to the benefit of the
heirs, executors and administrators of such a person.  The corporation's
obligation to provide indemnification under this Article shall be offset to
the extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the corporation or any other
person.

To assure indemnification under this Article of all such persons who are
determined by the corporation or otherwise to be or to have been "fiduciaries"
of any employee benefit plan of the corporation which may exist from time to
time, such Section 145 shall, for the purposes of this Article, be interpreted
as follows:  an "other enterprise" shall be deemed to include such an employee
benefit plan, including without limitation, any plan of the corporation which
is governed by the Act of Congress entitled "Employee Retirement Income
Security Act of 1974," as amended from time to time; the corporation shall be
deemed to have requested a person to serve an employee benefit plan where the
performance by such person of his duties to the corporation also imposes
duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a person
with respect to an employee benefit plan pursuant to such Act of Congress
shall be deemed "fines"; and action taken or omitted by a person with respect
to an employee benefit plan in the performance of such person's duties for a
purpose reasonably believed by such person to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the corporation.

ARTICLE VI - GENERAL PROVISIONS

6.1  FISCAL YEAR.  Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the
first day of January in each year and end on the last day of December in each
year.

6.2  CORPORATE SEAL.  The corporate seal shall be in such form as shall be
approved by the Board of Directors.

6.3  WAIVER OF NOTICE.  Whenever any notice whatsoever is required to be given
by law, by the Certificate of Incorporation or by these By-Laws, a waiver of
such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver,
or the appearance of such person or persons at such meeting in person or by
proxy, shall be deemed equivalent to such notice.

6.4  VOTING OF SECURITIES.  Except as the directors may otherwise designate,
the President or Treasurer may waive notice of, and act as, or appoint any
person or persons to act as, proxy or attorney-in-fact for this corporation
(with or without power of substitution) at, any meeting of stockholders or
shareholders of any other corporation or organization, the securities of which
may be held by this corporation.

6.5  EVIDENCE OF AUTHORITY.  A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith
be conclusive evidence of such action.

6.6  CERTIFICATE OF INCORPORATION.  All references in these By-Laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

6.7  TRANSACTIONS WITH INTERESTED PARTIES.  No contract or transaction between
the corporation and one or more of the directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors
or officers, or have a financial interest, shall be void or voidable solely
for this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because his or their votes are counted for such purpose, if:

  (1)  The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than
a quorum;

  (2)  The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

  (3)  The contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors or the stockholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

6.8  SEVERABILITY.  Any determination that any provision of these By-Laws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.

6.9  PRONOUNS.  All pronouns used in these By-Laws shall be deemed to refer to
the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

Article VII - AMENDMENTS

7.1  BY THE BOARD OF DIRECTORS.  These By-Laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of a majority
of the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.

7.2  BY THE STOCKHOLDERS.  These By-Laws may be altered, amended or repealed
or new by-laws may be adopted by the affirmative vote of the holders of a
majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.

EX-10.44*

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

                                AMENDMENT NO. 2
                                        TO
                      HIGH-DENSITY FRAM COOPERATION AGREEMENT

This Amendment No. 2 ("Amendment No. 2") is made and entered into as of
March 11, 1996, by and between Ramtron International Corporation ("RAMTRON")
and Hitachi, Ltd. ("HITACHI"), with respect to the Amendment ("Amendment
No. 1") to the High-Density FRAM Cooperation Agreement dated September 21,
1995.

1.  Section 6.3 shall be further modified and read as follows.

6.3  Jointly Developed High-Density FRAM Technology

Trade Secret Rights, Copyrights and Mask Work Rights to Jointly Developed
High-Density FRAM Technology shall be jointly owned by the parties, with each
party having an undivided equal ownership interest.  Each party may
perpetually utilize Jointly Developed High-Density FRAM Technology    **   .

   **   .

2.  Unless specifically provided hereunder, all other terms and conditions of
the Agreement and the Amendment No. 1 shall remain unchanged.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be
executed by their duly authorized officers.

RAMTRON INTERNATIONAL              HITACHI, LTD.
CORPORATION

/S/ L. David Sikes                 /S/ Tokumasa Yasui
- ------------------                 ------------------
L. David Sikes                     Tokumasa Yasui
Chairman and CEO                   General Manager
                                   Memory Business Operation
                                   Semiconductor and Integrated Circuits Div.

EX-10.46

                               AMENDMENT NO. 1 TO
                        RAMTRON INTERNATIONAL CORPORATION
                              1995 STOCK OPTION PLAN

Ramtron International Corporation's 1995 Stock Option Plan (the "Plan") shall
be amended as follows:

The text of Section 2(h) of the Plan, entitled "Disinterested Person," is
hereby deleted in its entirety.

A new sub-section is hereby inserted as sub-section (h) to read in its
entirety as follows:

     "Non-Employee Director" shall have the meaning of such term under, and
shall be interpreted in a manner consistent with, Rule 16b-3 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended from time to time (the "Exchange Act").  "Director" shall
mean a duly elected and qualified member of the Board of Directors.

Section 4(a) of the Plan is hereby amended to read in its entirety as follows:

     The Plan shall be administered by the Board of Directors or, if appointed
pursuant to a resolution of the Board of Directors, by a Committee designated
by the Board of Directors to administer the Plan.  If so appointed, the
Committee shall be comprised of not less than two persons.  Members of the
Committee shall serve for such period of time as the Board of Directors may
determine.  From time to time the Board of Directors may increase the size of
the Committee and appoint additional members thereto, remove members (with or
without cause) and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee and
thereafter directly administer the Plan.  In the event the Company has a class
of equity securities registered under Section 12 of the Exchange Act and
unless the Board of Directors determines otherwise, from the effective date of
such registration until six months after the termination of such registration,
all grants of Options to persons subject to the provisions of Section 16(b) of
the Exchange Act shall be made by the Board of Directors in accordance with
the recommendations of a Committee of two or more persons having full
authority to act in the matter and all of whom are Non-Employee Directors.

The text of Section 9 of the Plan, entitled "Holding Period," is hereby
deleted in its entirety.

Dated:  October 24, 1996

EX-10.47

                               AMENDMENT NO. 1 TO
                        RAMTRON INTERNATIONAL CORPORATION
                       1989 NONSTATUTORY STOCK OPTION PLAN

Ramtron International Corporation's 1989 Nonstatutory Stock Option Plan (the
"Plan") shall be amended as follows:

The text of Section 2(g) of the Plan, entitled "Disinterested Person," is
hereby deleted in its entirety.

A new sub-section is hereby inserted as sub-section (g) to read in its
entirety as follows:

     "Non-Employee Director" shall have the meaning of such term under, and
shall be interpreted in a manner consistent with, Rule 16b-3 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended from time to time (the "Exchange Act").  "Director" shall
mean a duly elected and qualified member of the Board.

The text of Section 2(m) of the Plan, entitled "Plan," is hereby amended to
read in its entirety as follows:

     "Plan" shall mean this 1989 Nonstatutory Stock Option Plan, as amended
from time to time.

The second paragraph of Section 4(a) of the Plan is hereby amended to read in
its entirety as follows:

     The Board may at any time appoint a Committee consisting of not less than
two persons to administer the Plan on behalf of the Board, subject to such
terms and conditions as the Board may prescribe.  Members of the Committee
shall serve for such period of time as the Board may prescribe.  From time to
time the Board may increase the size of the Committee and appoint additional
members thereto, remove members (with or without cause) and appoint new
members in substitution therefor, fill vacancies however caused, or remove all
members of the Committee and thereafter directly administer the Plan.  In the
event the Company has a class of equity securities registered under Section 12
of the Exchange Act and unless the Board determines otherwise, from the
effective date of such registration until six months after the termination of
such registration, all grants of Options to persons subject to the provisions
of Section 16(b) of the Exchange Act shall be made by the Board or in
accordance with the recommendations of a Committee of two or more persons
having full authority to act in the matter and all of whom are Non-Employee
Directors.

Dated:  October 24, 1996

EX-10.48

                               AMENDMENT NO. 1 TO
                        RAMTRON INTERNATIONAL CORPORATION
                  AMENDED AND RESTATED 1986 STOCK OPTION PLAN

Ramtron International Corporation's Amended and Restated 1986 Stock Option
Plan (the "Plan") shall be amended as follows:

The text of Section 2(g) of the Plan, entitled "Disinterested Person," is
hereby deleted in its entirety.

A new sub-section is hereby inserted as sub-section (g) to read in its
entirety as follows:

     "Non-Employee Director" shall have the meaning of such term under, and
shall be interpreted in a manner consistent with, Rule 16b-3 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended from time to time (the "Exchange Act").  "Director" shall
mean a duly elected and qualified member of the Board.

The text of Section 2(p) of the Plan, entitled "Plan," is hereby amended to
read in its entirety as follows:

    "Plan" shall mean the 1986 Nonstatutory Stock Option Plan, as amended from
time to time.

The second paragraph of Section 4(a) of the Plan is hereby amended to read in
its entirety as follows:

     The Board may at any time appoint a Committee consisting of not less than
two persons to administer the Plan on behalf of the Board, subject to such
terms and conditions as the Board may prescribe.  Members of the Committee
shall serve for such period of time as the Board may prescribe.  From time to
time the Board may increase the size of the Committee and appoint additional
members thereto, remove members (with or without cause) and appoint new
members in substitution therefor, fill vacancies however caused, or remove all
members of the Committee and thereafter directly administer the Plan.  In the
event the Company has a class of equity securities registered under Section 12
of the Exchange Act and unless the Board determines otherwise, from the
effective date of such registration until six months after the termination of
such registration, all grants of Options to persons subject to the provisions
of Section 16(b) of the Exchange Act shall be made by the Board or in
accordance with the recommendations of a Committee of two or more persons
having full authority to act in the matter and all of whom are Non-Employee
Directors.

Dated:  October 24, 1996

EX-10.49*

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

                          MEMORANDUM OF UNDERSTANDING
                    hereinafter referred to as the "Agreement"
                                    between
                       RAMTRON INTERNATIONAL CORPORATION
                                      and
                        SGS-THOMSON MICROELECTRONICS SA
                             Dated November 22, 1996

This Memorandum of Understanding is made and entered into this 22nd day of
November 1996, by and between RAMTRON International Corporation, a corporation
organized and existing under the laws of Delaware, United States, having its
registered office at 1850 Ramtron Drive, Colorado Springs Colorado 80921,
United States, (hereinafter referred to as "RAMTRON"), on the one hand, and
SGS-THOMSON Microelectronics SA, a corporation organized and existing under
the laws of France, having its registered office at 7, avenue Gallieni, 94250
Gentilly, France, acting in its own name, and in the name and on behalf of
any affiliated companies of SGS-THOMSON Microelectronics NV, located at
Strawinskylaan 1725, World Trade Center, 1077 XX Amsterdam, The Netherlands,
(hereinafter referred to as "SGS-THOMSON"), on the other hand, hereinafter
collectively referred to as the "Parties".

WHEREAS:

SGS-THOMSON is a recognized broad range designer, manufacturer and supplier of
semiconductors and has developed a leading experience in various fields, and
particularly, the manufacture and sale of memory devices;

RAMTRON is a recognized integrated circuit manufacturer and has developed a
leading experience in the low density ferroelectric technology, defined as a
global set of solutions implemented to design and manufacture electronic
devices using ferroelectric properties and materials (referred to as
"Ferroelectric Technology");

RAMTRON and SGS-THOMSON are desirous to establish a successful relationship
with regard to a possible cooperation in view of manufacturing ferroelectric
devices.

NOW, THEREFORE, it is hereby understood as follows:

ARTICLE 1 - INTENT OF THE PARTIES

SGS-THOMSON and RAMTRON intend to enter into a cooperative arrangement under
which (i) RAMTRON would demonstrate the viability of its proprietary
ferroelectric technology, referred to as "RAMTRON Ferroelectric Technology",
(ii) RAMTRON would grant to SGS-THOMSON a license under RAMTRON's
Ferroelectric Technology and SGS-THOMSON would enable RAMTRON to expand its
production capacity for manufacturing Ferroelectric Products as defined
hereunder, (iii) SGS-THOMSON would design, manufacture, and sell products
based on RAMTRON's Ferroelectric Technology, pursuant to the phased approach
as defined in Article 2 and Appendix 1.  Therefore the Parties are willing to
enter into negotiation of a definitive agreement (hereinafter referred to as
the "Agreement").

For the purposes set out in this Memorandum of Understanding, the Parties have
agreed that:

    (i)     **   ;

    (ii)    **   ;

    (iii)   **   .

ARTICLE 2 - COOPERATION BETWEEN THE PARTIES

The Parties are willing to cooperate during three phases, each of which is
defined hereinafter:

(1)  Phase 1:

    (i)  In the course of Phase 1, RAMTRON intends to demonstrate to SGS-
THOMSON the design, manufacturing, and technological processes, viability,
quality and reliability, as well as market potential for low-density 64 Kbit
(sixty-four kilo bits) FRAM Products according to the terms and conditions
defined in Appendix 1.

    (ii)     **   .

    (iii)    **   .

    (iv)     **   .

    (v)      **   .

(2)  PHASE 2:

    (i)  In the course of Phase 2 as described in Appendix 1, SGS-THOMSON
intends to purchase and deliver to RAMTRON semiconductor manufacturing
equipment for ferro-finishing Base Underlayers in view of the upgrade of
RAMTRON's production capacity    **   .

    (ii)   **   .

       **   .

       **   .

    (iii)   **   .

    (iv)    **   .

    (v)     **   .

       **   .

    (vi)   **   .

    (vii)(a)   **   .

         **   .

         **   .


         (b)   **   .

                   **   .

         (c)   **   .

                    **   .

(3)  PHASE 3:

    (i)  During Phase 3, the license granted by Ramtron to SGS-THOMSON in the
course of Phase 2 as described in Article 2(2) (iii) hereabove will be
maintained upon the same conditions except as expressly agreed to the contrary
as mentioned hereinafter in paragraphs (ii) and (iii).

    (ii)  Phase 3 would involve expanding the license between RAMTRON and SGS-
THOMSON, as defined hereabove,  **   .

    (iii)     **   .

                 **

      **   :

              (a)   **   ;

              (b)   **   ;

              (c)   **   .

   **   .

    (iii)   **   .

(4)(i)   **   .

    (ii)   **   .

       **   .

    (iii)   **   .

ARTICLE 3 - INTELLECTUAL PROPERTY RIGHTS

3.1   **   .

3.2   **   :

     3.2.1   **   .

                **   .

     3.2.2   **   .

     3.2.3   **   .

ARTICLE 4 - CONFIDENTIALITY

4.1  As used in this Memorandum of Understanding the term "Confidential
Information" shall mean any information or data of whatever nature disclosed
by either Party to the other, pursuant to this Memorandum of Understanding,
either in writing or orally, subject to the conditions set forth hereafter and
including, without limitation, any written or printed documents, samples,
models, charts or any means of disclosing such information that SGS-THOMSON
and RAMTRON elect to use while this Memorandum of Understanding is in force,
and if disclosed orally, which are confirmed in writing within 10 (ten) days
of such oral disclosure.

The Parties expressly recognize that the content of the Base Underlayers
delivered by SGS-THOMSON to RAMTRON during Phases 1, 2 or 3 as described in
Appendix 1, is to be deemed as Confidential Information.

4.2  Each Party, to the extent of its right to do so, may disclose to the
other Party any information which such disclosing Party deems appropriate to
fulfil the objectives of this Memorandum of Understanding.  SGS-THOMSON and
RAMTRON hereby represent that the disclosure of Confidential Information by
and between themselves is not contrary to the laws and regulations of their
respective countries.

4.3  Any and all Confidential Information disclosed to the receiving Party
shall, for a period of 10 (ten) years from the date of signature of this
Memorandum of Understanding:

     (a)  be used, duplicated and disclosed only to those persons within the
receiving Party's organization and to the receiving Party's legal
representatives, who have a need to know, solely for the purposes specified in
this Memorandum of Understanding;

     (b)  neither be used, duplicated or disclosed, to any third party, in
whole or in part, for any purpose other than the purpose of this Memorandum of
Understanding and completion of the Agreement without the prior written
consent of the disclosing Party;

     (c)  be protected and kept in confidence by the receiving Party, which
must use the same degree of care and safeguards as it/they use to protect
its/their own proprietary information of like importance.

4.4  Except as aforementioned, the receiving Party shall have no obligation or
restriction with respect to any Confidential Information which:

     (a)  has come into the public domain prior to, or after the disclosure
thereof and in such case through no wrongful act of the receiving Party; or,

     (b)  has been lawfully received from a third party without restrictions
or breach of agreement; or,

     (c)  has been published without violation of this Memorandum of
Understanding; or,

     (d)  is independently developed in good faith by the receiving Party
(with the burden of proof being on the receiving Party); or,

     (e)  is approved for release or use by written authorization of the
disclosing Party.

4.5  Furthermore, the Parties undertake not to disclose the existence, the
nature and the content of this Memorandum of Understanding which is to be
deemed as Confidential Information, without the prior written consent of the
other Party.

4.6  To the extent that it is necessary under US law, a press release will be
issued within 5 (five) days following execution of this Memorandum of
Understanding subject to the mutual agreement of the Parties upon its
contents.

ARTICLE 5 - DURATION

   **   .

ARTICLE 6 - ENTIRE UNDERSTANDING

   **   .

ARTICLE 7 - NATURE OF THIS MEMORANDUM OF UNDERSTANDING

7.1   **   .

7.2   **   :

     (a)   **   ,

     (b)   **   .

7.3   **   .

   **   .

Made in two (2) originals.

SGS-THOMSON Microelectronics SA         RAMTRON International Corporation

Name:  Ennio Filauro                    Name:  Greg Jones
- -------------------------------         --------------------------------
Title: Corporate Vice President         Title: President and C.O.O.
       General Manager
       Memory Products Group

Signature: /S/ Ennio Filauro            Signature: /S/ Greg Jones


                                 Appendix 1
                       Description of Phases 1, 2 & 3

1.  PHASE 1:

1.1   **   .

1.2   **   .

1.3   **   .

1.4   **   .

1.5   **   .

2.  PHASE 2:

2.1   **   .

2.2   **   .

3.  PHASE 3:

   **   .

                                  Appendix 2
                        Description of the Equipment Set

                      EQUIPMENT LIST FOR SGS-THOMSON PROJECT
                      --------------------------------------

                                     **  

EX-10.50*

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

                            FRAM LICENSE AGREEMENT

THIS FRAM LICENSE AGREEMENT (the "Agreement"), effective as of the 20 day of
December 1996, is entered into by and between RAMTRON INTERNATIONAL
CORPORATION ("Ramtron"), a Delaware corporation having its principal office at
1850 Ramtron Drive, Colorado Springs, Colorado 80921, USA, and SAMSUNG
ELECTRONICS CO., LTD. ("SEC"),  a Korean corporation having its registered
office at  San #24 Nongseo-Ri, Kiheung-Eup, Yongin-City, Kyungki-Do, KOREA.

                                  RECITALS

A.  Ramtron is the owner and/or controls certain United States and foreign
patents and patent applications related to the proprietary design, development
and architecture of state-of-the-art ferroelectric semiconductor technology.

B.  SEC wishes to obtain from Ramtron, and Ramtron is willing to grant to SEC
a license to said ferroelectric patents and patent applications for use in the
manufacture and sale of licensed products (defined below).

NOW, THEREFORE, in consideration of the recitals and the mutual covenants
contained herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Ramtron and SEC hereby agree as
follows:

                           ARTICLE 1 - DEFINITIONS

When used in this Agreement, the following terms have the following meanings:

1.1  "Dollars" or "$" means the United States currency unless otherwise
specified.

1.2  "Effective Date" means the date of approval of this Agreement by the
Korean Government.

1.3  "FRAM Technology" means that certain thin-film ferroelectric technology
developed and/or owned by Ramtron, the patents and patent applications to
which Ramtron has the right to grant a license to SEC without payment of any
compensation to third parties except its employees, and which consist of
technology pertaining to the manufacture and production of nonvolatile, random
access semiconductor memory devices that utilize binary polarization states on
the hysteresis curve of ferroelectric material.

1.4  "Licensed RF/ID Products" means a device using FRAM Technology and/or
Ramtron's Improvements and/or other memory, and embedded with RF/ID analog
circuitry in a single chip ("RF/ID Products").

1.5  "Licensed FRAM Products" means nonvolatile ferroelectric semiconductor
memory devices with no density limitation, whether in standard or embedded
form, but which specifically excludes RF/ID Products.

1.6  "Ramtron Intellectual Property Rights" ("Ramtron IPR") means all claims
of all United States and foreign patents and patent applications, their
continuations, divisions and reissues in all countries of the world relating
to FRAM Technology and/or Ramtron's Improvements owned and/or controlled by
Ramtron and which are created or have filing dates prior to the date of
expiration or termination of this Agreement, and which Ramtron has the right
to grant a license to SEC hereunder without payment of any compensation to
third parties except its employees as of the Effective Date or thereafter
during the term of this Agreement.

1.7  "Ramtron's Improvements" means United States and foreign patent and
patent applications, their continuations, divisions and reissues to all
improvements, enhancements and developments to the FRAM Technology made by
Ramtron and owned and/or controlled by Ramtron during a term not exceeding a
period of ten (10) years after the first commercial sale by SEC of Licensed
FRAM Products or Licensed RF/ID Products.  Ramtron Improvements shall not
include any such improvements, enhancements, and developments if Ramtron is
prohibited from making the license to same available to SEC pursuant to any
judicial order or proceeding.

1.8  "SEC's Improvements" means all improvements, enhancements and
developments to the FRAM Technology made by SEC, independent of Ramtron,
during a term not exceeding a period of ten (10) years after the first
commercial sale by SEC of Licensed FRAM Products or Licensed RF/ID Products.
SEC's Improvements shall not include any such improvements, enhancements, and
developments if SEC is prohibited from making the license to same available to
Ramtron pursuant to any judicial order or proceeding.

1.9  "Joint Improvements" means all improvements, enhancements and
developments to the FRAM Technology made jointly by the parties hereto during
the term of this Agreement, should the parties choose to collaborate on
certain aspect of ferroelectric design and/or development, where at least one
(1) employee each from both Ramtron and SEC is involved in such improvements,
enhancements and developments.

1.10  "Joint Patent Rights" means the patents where the claimed invention is
developed as a Joint Improvement by at least one (1) employee each from
Ramtron and SEC during the terms of this Agreement.  The Parties shall jointly
own such Joint Patent Rights with each party having an undivided equal
ownership in such Patent.

1.11  "Net Sales" means the total of all gross amounts received by SEC with
regard to the sale or other transfer of Licensed FRAM Products and Licensed
RF/ID Products for value accounted for in accordance with generally accepted
accounting principles, less costs of packing, transportation, shipping or
insurance incident to such transportation and shipping charges, excise or
other taxes and customs duties and allowances for actual returns, if any.
Should SEC sell Licensed FRAM Products and/or Licensed Ferroelectric RF/ID
Products in combination with other components or equipment, then the
calculation of Net Sales shall be based on the price normally charged by such
party for Licensed FRAM Products and/or Licensed RF/ID Products when
separately invoiced or priced or if no such separately invoiced or priced
sales of such Licensed FRAM Products and/or Licensed RF/ID Products have been
made, then the calculation of Net Sales shall be based on the price which SEC
would charge for such Licensed FRAM Products and/or Licensed RF/ID Products in
an arm's-length commercial sale transaction for cash; provided, however, that
in either case such price shall be reduced by the amount of any percentage
discount applicable to the transaction in which such Licensed FRAM Products
were sold, used or otherwise transferred.

1.12  "Technology License" has the meaning set forth in Section 2.1.

1.13  "Royalty Period" means the period of three (3) months ending on the last
day of March, June, September and December of each year this Agreement is in
effect following the expiration of the immediately preceding Royalty Period.

1.14  "Royalty Year" means the calendar year.

1.15  "Licensed Trademark" means Ramtron's trademark, "FRAM."

1.16  "Subsidiary" means a corporation or other entity of which more that
fifty percent (50%) of the outstanding stock or other equity interest entitled
to vote for the election of directors or equivalent governing body is now or
hereinafter controlled, directly or indirectly, by a party, but such
corporation or other entity shall be deemed to be a Subsidiary only so long as
such ownership exists.

                        ARTICLE II - TECHNOLOGY LICENSE

2.1  Grant of License:

     2.1.1  Ramtron hereby grants, subject to the payments and reporting
provisions of Article 3 and the other provisions of this Agreement, to SEC and
SEC's Subsidiary a worldwide, perpetual, nonexclusive, nontransferable,
nonsublicensable, right and license to use the Ramtron IPR and Ramtron
Improvements in connection with the sale of Licensed FRAM Products and
Licensed RF/ID Products thereto, but only for the development, manufacture,
make, sale, use, lease and transfer and other disposition of value of Licensed
FRAM Products and Licensed RF/ID Products.  This Technology License may not be
used by SEC for any purpose other than those specifically stated in this
Section 2.1.

           (a)  Exception to Limitation of Use.  Ten (10) years after the
Effective Date SEC may utilize those Ramtron patents having an issue date or
application date earlier than the Effective Date without limitation to use.
SEC use of Ramtron patents having an issue date or application date later than
the Effective Date will be limited to the purposes specifically stated in this
Section 2.1.

           (b)  Ramtron Proprietary Intellectual Property.  All Ramtron IPR
and Ramtron Improvements licensed to SEC hereunder shall remain the sole and
exclusive property of Ramtron.

           (c)  Exception to License.  The Technology License shall
specifically exclude a sublicense of Symetrix Y-1 based technology.   **   .

     2.1.2  Ramtron hereby grants to SEC and SEC's Subsidiary, subject to the
timely payments set forth herein and compliance with all of the other terms
and conditions of this Agreement, a worldwide, perpetual, non-exclusive, non-
transferable, non-sublicensable, license and right to use the Licensed
Trademark solely on FRAM Products and/or Licensed RF/ID Products which are
(i) manufactured by or for SEC and (ii) distributed and/or sold under SEC's
name.

            (a)  SEC shall not use the Licensed Trademark in any country
unless and until SEC has given at least ninety (90) days prior written notice
to Ramtron.  During such ninety (90) day period Ramtron may, where it deems
appropriate in its sole discretion, effect recordation of SEC as a registered
user of such mark in such country and/or recordation of the Agreement or other
license agreements which meet appropriate local standards with appropriate
authorities.  SEC shall assist Ramtron as appropriate in carrying out such
recording process.

            (b)  To defray Ramtron's expenses for charges imposed on Ramtron
by such country and by local associates for the recording activities
contemplated in Sub-section 2.1.2 (a), Ramtron shall invoice SEC a recordal
fee per country in which recordal is effected. Such invoice shall be payable
to Ramtron within thirty (30) days after receipt of the applicable invoice.
Upon the termination or expiration of this Agreement or SEC's right to use the
Licensed Trademark in any country to which this paragraph applies, Ramtron and
SEC shall cancel the registered user registration or licensed recordal in such
country, and to this end SEC agrees to execute any documents that may be
necessary to restore Ramtron to its former position in all respects.

     2.1.3  SEC shall grant to Ramtron a royalty-free, nonexclusive,
nontransferable, nonsublicensable, worldwide and perpetual license to use any
and all SEC's Improvements to design, develop, manufacture, make, use, lease,
sell, transfer or otherwise dispose of ferroelectric memory products.

            (a)  SEC Proprietary Information.  All Proprietary Information and
technology, including SEC's Improvements, provided or disclosed by SEC to
Ramtron hereunder and all inventions or technologies made or developed solely
by SEC in the performance of this Agreement shall remain the property of SEC.

2.2     **   .

                        ARTICLE III - COMPENSATION

3.1  License Fees.  In consideration of the license to the Ramtron IPR and
Ramtron's Improvements made available to SEC during the term of this
Agreement, SEC shall pay to Ramtron, net of any Korean or other applicable
withholding tax, the following in accordance with the schedule described
below:

     3.1.1  Lump Sum Payment:

           (a)  License Execution Fee.  Within thirty (30) days after the
Effective Date of this Agreement, SEC shall pay Ramtron   **   .

     3.1.2  Lump Sum Payment:

           (a)  Paid-Up License Fee. Within thirty (30) days after the first
commercial sale of Licensed FRAM Product and/or Licensed RF/ID Product, or
within one (1) year following the Effective Date of this Agreement, whichever
occurs first, SEC shall pay Ramtron   **   .

3.2  Royalty Payments.

     3.2.1  Licensed FRAM Products.  SEC shall pay Ramtron a royalty on all
Licensed FRAM Products based upon and/or which use the FRAM Technology and/or
Ramtron's Improvement and sold by SEC commencing upon the first commercial
sale of Licensed FRAM Products by SEC.     **               .  The start
date for the royalty rate schedule is the date of the first commercial sale of
Licensed FRAM Products by SEC            **                             
(hereinafter, "Royalty Schedule Start Date"), according to the following
schedule:

            (i)     **    of the net sales by SEC from the sale or
other transfer for value of Licensed FRAM Products    **          
after the Royalty Schedule Start Date.

            (ii)     **    of the net sales by SEC from the sale or
other transfer for value of Licensed FRAM Products         **         
after the Royalty Schedule Start Date.

            (iii)     **    of net sales by SEC for the sale or other transfer
for value of Licensed FRAM Products   **   after the Royalty Schedule Start
Date.

All Licensed FRAM Products manufactured and/or sold by SEC after expiration of
such ten (10) year period shall no longer be subject to any royalty payment to
Ramtron.

     3.2.2  Licensed RF/ID Products. SEC shall pay Ramtron a royalty on all
Licensed RF/ID Products sold by SEC commencing upon the first commercial sale
of Licensed RF/ID Products by SEC.  The royalty rate for Licensed RF/ID
Products is       **       of the net sales by SEC from the sale or other
transfer for value of Licensed RF/ID Products for life of the governing
Ramtron IPR.

3.3  Payment and Certification of Royalties by SEC.  All payments for each
Royalty Period under this Agreement is made, on or before April 30, July 31,
October 31 and January 31, immediately after the preceding Royalty Period, by
SEC in the United States dollars through wire transfer directly to Ramtron's
bank account: Colorado National Bank, 1125 Garden of the Gods Road, Colorado
Springs, Colorado 80907, Bank Routing Number-102000021, Account Number-
127100003459, Account Name-Ramtron International Corporation.  As for Royalty
Payments under Section 3.2 above, SEC shall, on or before April 30, July 31,
October 31 and January 31 in each year during which royalties are payable
under this Agreement, furnish to Ramtron a statement, signed by the
appropriate SEC authority, concerning the Net Sales by or on behalf of SEC of
FRAM Products and/or Licensed RF/ID Products sold by or on behalf of SEC, its
Subsidiaries or SEC Third Party during the preceding Royalty Period in
sufficient detail to permit the computation of the royalties due for such
Royalty Period.

3.4  Records.  SEC shall keep true and accurate records, files and books of
accounts reasonably necessary in accordance with generally accepted accounting
principles to ascertain the amount of the royalties payable to Ramtron under
Section 3.2 above for three (3) years from the end of each reporting Royalty
Period.

3.5  Audit.  Ramtron shall have the right, through a certified independent
public accountant of international reputation with a branch office in Korea to
be designated by Ramtron and reasonably acceptable to SEC, to make an
examination and audit, not more frequently than once per year, during normal
business hours acceptable to SEC, of SEC's records, files and books of
accounts as may contain information bearing upon the amounts due to Ramtron
under Section 3.2 above.  Prompt adjustment shall be made between the parties
for any underpayments or overpayments disclosed by such audit.  In the event
that any royalty report(s) understates in total the royalties due to Ramtron
for the relevant audited Royalty Period(s) by more than five percent (5%), SEC
shall pay any shortfall and, upon request of Ramtron, reimburse Ramtron for
the cost of such audit.  Ramtron assures SEC that said public certified
accountant's report to Ramtron shall provide only the amount of royalties
actually payable to Ramtron and any information in said SEC's records, files
and books of accounts shall be treated as confidential by said certified
public accountant and shall not be disclosed to Ramtron or to any third party.

                      ARTICLE IV - CONFIDENTIALITY

4.1  Confidentiality.  During the term of this Agreement and for a period of
five (5) years thereafter, the parties hereto agree that all data, drawings,
materials, prototypes, designs, processes, procedures, formulae, improvements,
financial data, marketing information, technical information, engineering
data, manufacturing specifications and other trade secrets and confidential
information disclosed by one party to the other, which is on written, graphic,
machine-readable or other tangible form and is marked "Confidential Data,"
which relates to FRAM Technology, Ramtron IPR, Ramtron's Improvements, SEC's
Improvements, Licensed FRAM Products or Licensed RF/ID Products (hereinafter
"Confidential Data"), shall be regarded and treated by the parties in
strictest confidence and shall not be disclosed to any third party without the
express written consent of the disclosing party.  The parties hereto further
acknowledge and agree that all information disclosed to the other party
hereunder and all other information to which the other party may have access
by virtue of any such disclosure shall be presumed by the parties to be
Confidential Data, unless the disclosing party shall advise the receiving
party that any such item or items need not be regarded or treated as
Confidential Data. However, the parties hereto confirm that confidential data
may be used to the extent necessary for implementing any of the recording
party's activities to be contemplated under this Agreement.

4.2  Exclusions.  Confidential Data shall not include: (i) information which
is in the possession of the recipient at the time it is received from the
disclosing party, where the possession of such information can be established
from documentation generated prior to the disclosure of such information by
the disclosing party; (ii) information which is in the public domain through
no act or omission of the parties hereto or their respective representatives;
(iii) information lawfully received from others who are not under restrictions
similar to those identified in Section 5.1 hereof or who are not in breach of
any confidentiality agreement with Ramtron or SEC; (iv) information that is
developed or derived by the recipient independent of any disclosure hereunder;
or (v) information of which five (5) years elapses from the disclosure by the
disclosing party.  Also, the parties hereto may disclose confidential data to
(a) any government or judicial body having jurisdiction to request and to
review the same, and (b) legal counsel representing the parties hereto.

4.3  Marking of Documents and Materials.  In furtherance, but not in
limitation, of the provisions of Section 4.1, each party shall use its
reasonable endeavors to cause all written materials and other physical
documents and materials of all types relating to or containing Confidential
Data to be plainly marked to indicate the secret, proprietary and confidential
nature thereof and to prevent the unauthorized use or reproduction thereof,
directly or indirectly.

4.4  Return of Confidential Data.  Within fourteen (14) days following a
request, after the expiration or termination of this Agreement, by the
disclosing party, the receiving party shall return any Confidential Data and
any copies, recordings or transcriptions thereof, which are no longer required
to be used for purposes of this Agreement.

4.5  Indemnification.  Without limiting any other right, remedy or benefit
occurring to either party under this Agreement or by law, but subject to the
limitations set forth in Article V, each party shall indemnify the other party
fully for all damages caused by any unauthorized disclosure or use of any
information intended to be kept secret, confidential or proprietary in
accordance with this Article IV, by such other party or its representatives,
employees, agents, consultants and sublicensees.

        ARTICLE V - COVENANTS, WARRANTY AND LIMITED INDEMNIFICATION

5.1  Covenants, Representations and Warranties of Ramtron.  Ramtron hereby
represents and warrants that Ramtron's execution of this Agreement has been
duly authorized by all necessary corporate action, including, with limitation,
approval of Ramtron's board of directors in order for this Agreement to
constitute a legally binding and enforceable obligation of Ramtron.

5.2  Covenants, Representations and Warranties of SEC.  SEC hereby represents
and warrants that SEC's execution of this Agreement has been duly authorized
by all necessary corporate action, including, with limitation, approval of
SEC's board of directors, and constitutes a legally binding and enforceable
obligation of SEC.

5.3  Ramtron Warranty.  Ramtron represents and warrants that it has all right,
title and interest to its FRAM Technology and Ramtron's Improvements disclosed
hereunder and/or Ramtron's IPR licensed hereunder to SEC, and that it has the
right to grant to SEC the licenses granted herein.

5.4  SEC Warranty.  SEC represents and warrants that it has all right, title
and interest to SEC's Improvements disclosed hereunder to Ramtron, and that it
has the right to grant to Ramtron the licenses granted as a result hereof.

5.5  Ramtron and SEC Representations.  Ramtron represents and warrants in
connection with the Ramtron IPR and/or Ramtron's Improvement that Ramtron
shall use its best efforts to defend Ramtron's IPR and/or the Ramtron
Improvements against claims asserted by a third party that the Ramtron's IPR
is invalid or unenforceable.  SEC shall use its best efforts to defend its
patents against claims asserted by a third party that the SEC's Improvements
are invalid or unenforceable.  SEC and Ramtron shall cooperate and use their
best efforts to defend any Joint Patent Rights developed under this Agreement
against claims asserted by a third party that Joint Patent Rights are invalid
or unenforceable.  SEC and Ramtron shall consult with each other regarding
these matters.

5.6  Notice of Infringement.  Each of Ramtron and SEC shall promptly advise
the other in writing of any claim, action, lawsuit, or proceeding threatened,
made or brought against them or either of them for infringement of a patent
issued to a third party, or for violation of a third party's patent, trade
secret or other intellectual property right based in any instance upon
(i) SEC's use of the Ramtron IPR and/or Ramtron's Improvements or SEC's sale,
lease, use or distribution of Licensed FRAM Products and/or Licensed RF/ID
Products or (ii) Ramtron's use of SEC's Improvements or Ramtron's sale, use or
distribution of ferroelectric memory products, which in any way incorporate
SEC's Improvements.

5.7  Infringement Assistance Provided SEC.  In the event any claim or action
is brought by a third party against SEC based on alleged infringement by
Licensed FRAM Products and/or Licensed RF/ID Products manufactured by SEC
using Ramtron IPR and/or Ramtron's Improvements licensed to SEC hereunder, of
any patent or other intellectual property rights owned by any third party,
then Ramtron shall use its best efforts to provide SEC with (i) reasonable
assistance in connection with the defense and settlement of such claim or
action, including all the necessary information related to the infringing
technology, and (ii) reasonable consultation for SEC's achievement of viable
alternative solution to avoid such infringement issue.

5.8  Infringement Assistance Provided Ramtron. In the event any claim or
action is brought by a third party against Ramtron based on alleged
infringement by ferroelectric memory products manufactured by Ramtron using
SEC's Improvements provided to Ramtron thereunder, of any patent or other
intellectual property rights owned by any third party, then SEC shall use its
best efforts to provide Ramtron with (i) reasonable assistance in connection
with the defense and settlement of such claim or action, including all the
necessary information related to the infringing technology, and
(ii) reasonable consultation for Ramtron's achievement of viable alternative
solution to avoid such infringement issue.

5.9  Non-assertion Status.  Ramtron agrees that it, its successors and
assignees shall not assert a claim of infringement of its intellectual
property rights licensed by Ramtron with respect to any other products made by
SEC, provided that SEC does not intentionally use such non-assertion status
granted by Ramtron to design, make, and sell devices which compete with
ferroelectric memory products manufactured by Ramtron or by any of Ramtron's
alliance partners, and/or which utilize substantial portions of Ramtron
intellectual property rights.

5.10  Ancillary Use Of The Licensed Trademark.  Subject to the terms and
conditions of this Agreement, SEC is further authorized to use the Licensed
Trademark in connection with marketing materials related to FRAM Products
and/or Licensed RF/ID Products for purposes of publicity, materials, signs,
product brochures, cartons and other forms of advertising. SEC shall promptly
provide Ramtron with specimens of marketing materials requested in writing by
Ramtron in order to monitor consistency of such materials with SEC's
obligations under this Agreement.

5.11  Protection Of Licensed Trademark.  SEC agrees not to challenge, oppose,
petition to cancel or otherwise attack the Licensed Trademark and Ramtron's
ownership thereof anywhere in the world. SEC also agrees, subject to the terms
and conditions of this Agreement, that any and all rights that may be acquired
by the use of the Licensed Trademark by SEC shall inure to the sole benefit of
Ramtron.  Except as provided in this Agreement, SEC shall not use the Licensed
Trademark as all or part of any corporate name, tradename, trademark, service
mark, certification mark, collective membership mark or any other designation
confusingly similar to the Licensed Trademark.  If any application for
registration is or has been filed by or on behalf of SEC in any country and
relates to any mark, which in the reasonable opinion of Ramtron, is
confusingly similar, deceptive or misleading with respect thereto, or dilutes
or in any way damages the Licensed Trademark, SEC shall at Ramtron's request
abandon all use of such mark and any registration or application for
registration thereof and shall reimburse Ramtron for all costs and expenses of
any successful opposition or related legal proceeding, including attorneys'
fees, initiated by Ramtron or its authorized representatives.

In the performance of this Agreement, SEC shall comply with all applicable
laws and regulations pertaining to the proper use and designation of
trademarks in all countries of the world.  Should SEC be, or become, aware of
any applicable laws or regulations which are inconsistent with the provisions
of this Agreement, SEC shall promptly notify Ramtron of such inconsistency.
Ramtron and SEC shall attempt to resolve such inconsistency.  In the event no
resolution is achieved and performance of such inconsistent provision is not
waived, and provided Ramtron in good faith determines that such inconsistency
threatens its legal rights in and to the Licensed Trademark or may subject it
to liability for damages or penalties to a third party or government entity or
is otherwise injurious to Ramtron, then Ramtron may terminate the license and
rights granted hereunder with respect to the use of the Licensed Trademark in
the country whose laws and regulations are inconsistent with the provisions of
this Agreement.

5.12  THIS ARTICLE V STATES RAMTRON'S AND SEC'S TOTAL LIABILITY AND
RESPONSIBILITY TO EACH OTHER, AND SEC'S AND RAMTRON'S SOLE REMEDY FOR ANY
ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT OR PATENT APPLICATION BY THE
RAMTRON IPR, THE RAMTRON IMPROVEMENTS OR SEC'S IMPROVEMENTS LICENSED
HEREUNDER, THE LICENSED FRAM PRODUCTS AND/OR LICENSED FERROELCTRIC RF/ID
PRODUCTS, OR ANY PART THEREOF.  THIS ARTICLE V IS IN LIEU OF AND REPLACES ANY
OTHER EXPRESSED, IMPLIED OR STATUTORY WARRANTY AGAINST INFRINGEMENT.

                   ARTICLE VI - LIMITATIONS ON LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL,
INDIRECT OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND
WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE TECHNOLOGY OR PRODUCTS
LICENSED, PATENTS AND/OR PATENT APPLICATIONS LICENSED PURSUANT TO THIS
AGREEMENT.

                    ARTICLE VII - TERM AND TERMINATION

7.1  Term.  This Agreement shall become effective on the Effective Date and
shall remain in full force, unless earlier terminated in accordance with the
provisions of this Article VII.

7.2  Termination Without Cause.  Each party may terminate this Agreement
without further liability by giving a thirty (30) day written notice to the
other party upon or after:

     7.2.1  The filing by the other party of a voluntary petition in
bankruptcy or insolvency;

     7.2.2  Any adjudication that the other party is bankrupt or insolvent;

     7.2.3  The appointment of a receiver or trustee for all or substantially
all of the property of the other party;

     7.2.4  Any assignment or attempted assignment by the other party for the
benefit of creditors;

     7.2.5  The institution of any proceedings for the liquidation or winding
up of the other party's business or for the termination of its corporate
charter; or

     7.2.6  The merger or acquisition of the other party into or by, or the
sale of all or substantially all of the other party's assets to a third party
corporation or other entity, unless such merging or acquiring corporation or
entity expressly agrees to assume (i) the other party's obligation under this
Agreement and (ii) other such terms and conditions, as may be reasonably
imposed by such party.

7.3  Termination by Default.  If either party defaults in the performance of
any material obligations hereunder, and if any such default is not corrected
within sixty (60) days after the defaulting party receives written notice of
such default from the non-defaulting party, then non-defaulting party, may, at
its option and in addition to any other remedies it may have, terminate this
Agreement.

7.4  Survival.  Upon expiration or termination of this Agreement, all rights,
privileges and obligations hereunder shall cease, provided, however that:

     7.4.1  In the event that this Agreement is terminated under Section 7.2
above, any and all licenses previously granted hereunder to the terminating
party which are in force on the termination date shall survive such
termination and continue, while any and all licenses previously granted
hereunder to the other party (i.e., bankrupt and/or insolvent party) which are
in force on the termination date shall terminate immediately upon the
termination date.

     7.4.2  In the event this Agreement is terminated under Section 7.3 as a
result of a Ramtron default, which is not corrected within the sixty (60) day
period provided in Section 7.3 above, any and all licenses granted to SEC
hereunder shall survive and continue after such termination, subject to the
provisions of Articles IV, V and VII.

     7.4.3  In the event that this Agreement is terminated under Section 7.3,
as a result of a SEC default which is not corrected by SEC within the sixty
(60) day period provided in Section 7.3 above, then any and all license rights
granted to SEC hereunder shall automatically terminate on the date of such
termination, and SEC shall return to Ramtron any and all technical documents
and data that may have been furnished by Ramtron to SEC under this Agreement;
provided, however, nothing in this Subsection 7.4.3 shall be construed to
relieve SEC of its liability to pay Ramtron royalties on all FRAM Products and
Licensed RF/ID Products sold, used or otherwise transferred by SEC prior to
or after the date of such termination in accordance with this Agreement.

                 ARTICLE VIII - GENERAL TERMS AND CONDITIONS

8.1  Notices.  All notices and requests required or authorized hereunder,
shall be given in writing by registered or certified mail, postage prepaid,
addressed as follows unless one party notifies the other in writing of any
changes in such address:

           If to SEC:

           Samsung Electronics Co., LTD.
           San #24 Nongseo-Ri, Kiheung-Eup
           Yougin-City, Kyungki-Do, KOREA

           For technical matters:

           Ph.D. Tae-Earn Shim
           Executive Director
           Technology Development Team
           Semiconductor Business, SEC
           Telephone: 82-2-760-6376
           Facsimile:  82-331-209-3274

           For non-technical matters:

           Mr. Sang-Wook Kim
           Executive Director
           Technology Planning Team
           Semiconductor Business, SEC
           Telephone: 82-2-760-6020
           Facsimile: 82-2-760-6209

           If to Ramtron:

           Ramtron International Corporation
           1850 Ramtron Drive
           Colorado Springs, Colorado  80921
           Attention:  President
           Telephone: (719) 481-7000
           Facsimile: (719) 481-9294

8.3  Arbitration.  All disputes, controversies or differences which may arise
between the parties in relation to or in connection with this Agreement shall
be settled by amicable negotiation by both parties.  If both parties are
unable to settle such disputes, then such disputes shall be referred to and
finally settled by arbitration under the Rules of Conciliation and Arbitration
of the International Chamber of Commerce.  The arbitration shall be conducted
in English and take place in Korea if it is initiated by Ramtron or in Denver,
Colorado, USA if it is initiated by SEC.  The award of arbitration shall be
final and binding upon both parties.

8.4  Export Control.  The parties agree that no technical information,
including software, furnished hereunder or any direct products thereof is
intended to or will be exported or re-exported, directly or indirectly, to any
destination restricted or prohibited by export control regulations of the USA
and/or Korea, including the US Export Administration Regulations, without the
prior written authorization from the appropriate governmental authorities.

8.5  Governing Law.  This Agreement and the performance of the parties
hereunder shall be construed in accordance with and governed by the laws of
the State of New York, USA, without giving effect to the principles of
conflicts of laws.

8.6  Severability.  In the event that one or more provision(s) of this
Agreement is or becomes or is deemed invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not effect any
other provision of this Agreement, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision(s) had not been contained
herein.

8.7  Waiver.  The delay or failure of a party to exercise any right or option
hereunder or failure to enforce any provision herein shall not impair any such
right or option nor shall it constitute a waiver thereof or acquiescence
thereto unless explicit written notice is provided.

8.8  Assignment.  Neither this Agreement nor any right or obligation hereunder
may be assigned to any third party by either party hereto, nor shall the same
inure to the benefit of any trustee in bankruptcy, receiver or other successor
of either party, without the prior written consent of the other party.

8.9  Remedies Cumulative.  Except as explicitly excluded or limited, all
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not exclusive or alternative and shall be in
addition to all remedies given hereunder or now or hereafter existing, at law
or in equity, by statute or otherwise.  The election of any one or more
remedies by any party shall not constitute a waiver of the right to pursue
other available remedies.

8.10  Force Majeure.  Neither party to this Agreement shall be responsible for
delay or failure in performance caused by any governmental act, law,
regulation, order or decree, by communication line or power failures beyond
its reasonable control, or by fire, flood or other natural disasters, nor
shall any such delay or failure be considered to be a breach of this
Agreement.  In any such event, performance shall take place thereafter as soon
as is reasonably feasible.

8.11  Publicity.  The parties hereto agree that the terms and conditions of
this Agreement shall be confidential to any third party and that if necessary,
all notices to third parties and all publicity concerning the terms and
conditions of this Agreement shall be jointly planned and coordinated by and
between the parties.  Neither of the parties shall act unilaterally in this
regard without the prior written approval of the other party.  It is expected
that the parties will mutually agree upon a press release which will be issued
after the Effective Date.

8.12  Independent Contractor.  The parties are independent contractors.
Nothing contained herein or done pursuant to this Agreement shall constitute
the parties as entering into a joint venture or partnership, or shall
constitute either party as the agent of the other party for any purpose or in
any sense whatsoever.

8.13  Headings.  The section headings appearing in this Agreement are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of such section, or in any way affect this
Agreement.

8.14  Press Release.  The parties shall mutually agree upon a press release
and its contents, which shall be issued within five (5) days following
execution of this Agreement.

8.15  Entire Agreement.  This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and
supersedes all prior agreements, negotiations or understandings with respect
thereto.  This Agreement may not be changed, altered or amended in any manner,
orally or otherwise, except in writing signed by duly authorized officers or
representatives of both parties hereto.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
duplicate by their duly authorized representatives.

SAMSUNG ELECTRONICS CORPORATION

By: /S/ Sangwook Kim
    ----------------
    Sangwook Kim
Title:  Executive Director
Date:  December 19, 1996


RAMTRON INTERNATIONAL CORPORATION

By: /S/ Greg B. Jones
    -----------------
    Greg B. Jones
Title:  President
Date:  December 2, 1996

EX-11.1

                         RAMTRON INTERNATIONAL CORPORATION
                STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
                        FOR THE YEAR ENDED DECEMBER 31, 1996
                      (in thousands, except per share amounts)


     Primary Earnings Per Share
                                                          
Net Loss                                                              $(5,737)
Weighted average shares outstanding                           36,507

Common stock equivalents:

   Outstanding warrants with per
     share exercise price of $4.15           6,989    6,989
                                              4.15
                                            ------
   Closing price 12/31/96, $6.00            29,004   (4,834)*
                                            ======

   Outstanding stock options with
     per share exercise price of $1.75(1)       29      29
                                              1.75
                                            ------
   Closing price 12/31/96, $6.00                51      (9)*
                                            ======

   Outstanding stock options with
     per share exercise price of $4.15(1)      842     842
                                              4.15
                                            ------
   Closing price 12/31/96, $6.00             3,494    (582)*
                                            ======

Outstanding stock options with
     per share exercise price of $5.69(1)        6       6
                                              5.69
                                            ------
   Closing price 12/31/96, $6.00                34      (6)*
                                            ======
                                                     ------
                                                               2,435
                                                              ------
Total shares for primary earnings per share                            38,942
                                                                       ------
Primary net loss per share (2)                                        $(0.15)
                                                                      =======
- -----------

*  Treasury shares assumed purchased

(1)  All other outstanding stock options have an exercise price of at least
     $6.00 per share and, therefore, are not common stock equivalents.

(2)  Fully dilutive net loss per share equals primary net loss per share.

EX-23.1

               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of
our report dated February 7, 1997 included in this Form 10-K, into the
Company's previously filed Registration Statement File No. 333-12265 on
Form S-8 and Registration Statement File no. 33-80411 on Form S-3 and
Registration Statement File No. 333-19119 on Form S-3.

/S/  Arthur Andersen LLP

Denver, Colorado,
  March 25, 1997

EX-27.1

 

<ARTICLE> 5
<MULTIPLIER> 1,000
       
                                 
<PERIOD-TYPE>                       YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                           3,182
<SECURITIES>                                         0
<RECEIVABLES>                                    7,531
<ALLOWANCES>                                       721
<INVENTORY>                                      7,342
<CURRENT-ASSETS>                                17,926
<PP&E>                                          22,116
<DEPRECIATION>                                  13,419
<TOTAL-ASSETS>                                  31,762
<CURRENT-LIABILITIES>                            5,769
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           370
<OTHER-SE>                                      21,902
<TOTAL-LIABILITY-AND-EQUITY>                    31,762
<SALES>                                         17,942
<TOTAL-REVENUES>                                31,391
<CGS>                                           14,032
<TOTAL-COSTS>                                   36,622
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 358
<INCOME-PRETAX>                                 (5,737)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             (5,737)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (5,737)
<EPS-PRIMARY>                                     (.15)
<EPS-DILUTED>                                     (.15)