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

/ 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.
<PAGE>
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
<TABLE>
<CAPTION>
         Exhibit
         Number
         -------
         <C>     <S>
          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)
<PAGE>
         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)
<PAGE>
        *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   (INTENTIONALLY OMITTED)
    
        *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
<PAGE>
*  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.
   
**  Exhibit 10.49 has been intentionally omitted as it has been deemed not
material and the request for confidential treatment of portions of that
exhibit have been withdrawn.
    
-----------
<FN>
(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.
</TABLE>
<PAGE>
(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 Amendment No. 1 to this
annual report to be signed on its behalf  by the undersigned, thereunto duly
authorized, in the County of El Paso, State of Colorado, on August 29, 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
Amendment No. 1 to this annual 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        8-29-97
L. David Sikes                  Officer

/S/ George J. Stathakis
--------------------------      Director                            8-29-97
George J. Stathakis

/S/ William G. Howard
-------------------------       Director                            8-29-97
William G. Howard

/S/ William G. Tull
-------------------------       Director                            8-29-97
William G. Tull

/S/ L. T. Womack
-------------------------       Director                            8-29-97
L. T. Womack

/S/ Michael L. Rothschild
-------------------------       Director                            8-29-97
Michael L. Rothschild

/S/ Greg B. Jones
-------------------------       Director, President and             8-29-97
Greg B. Jones                   Chief Operating Officer

/S/ Richard L. Mohr
-------------------------       Executive Vice President and        8-29-97
Richard L. Mohr                 Chief Financial Officer