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, 2001

/   /  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:

                                                Name of Each Exchange
         Title of Each Class                     on which Registered
   -----------------------------                ---------------------
   Common Stock ($.01 par value)                 Nasdaq Stock Market

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.  / X /

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The aggregate market value of common stock held by non-affiliates of the
registrant as of June 7, 2002 was $63,373,741 based on the closing price of
the Company's common stock as reported on the Nasdaq Stock Market.

As of June 7, 2002, 22,081,443 shares of the Registrant's common stock were
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the 2002 Annual Meeting of
Shareholders are incorporated by reference into Part III.

PART I

Item 1.   BUSINESS

                                 COMPANY OVERVIEW

Ramtron International Corporation ("Ramtron" or the "Company") is a fabless
semiconductor company focused on creating widespread use of its proprietary
memory technologies through both direct product sales and licensing activities
with the world's leading semiconductor manufacturers.  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.

Ramtron designs, develops, and markets two types of specialty semiconductor
memory products; non-volatile ferroelectric random access memory ("FRAM",
registered trademark) devices and high-performance enhanced dynamic random
access memories("Enhanced-DRAM").  Ramtron's FRAM products are developed and
marketed by Ramtron International Corporation, while the Company's Enhanced-
DRAM products are developed and marketed through its 80% owned subsidiary,
Enhanced Memory Systems, Inc.("EMS"), and Ramtron's wholly owned subsidiary,
Mushkin Inc.("Mushkin").

Ramtron's FRAM technology integrates ferroelectric materials with standard
semiconductor chip design and manufacturing technology to provide nonvolatile
memory products with unique performance characteristics at a competitive cost.
FRAM devices are used in and in connection with such products as smart cards,
utility meters, set-top boxes, optical networks, security systems, home and
office electronics, and automotive and industrial controls.

The high-performance Enhanced-DRAM products of the Company's EMS subsidiary
address the access and retrieval speed limitations of conventional DRAMs and
the high costs and high power requirements associated with high-speed static
random access memory, known as SRAM.  The system performance of our Enhanced-
DRAM products approach the speed of a complete SRAM memory system but with
significant cost reductions and increased density.  Enhanced-DRAM memory
devices are used in and in connection with such products as communication
switches, workstations, servers, digital signal processor systems, or DSP
systems, embedded computers and 3-D Graphics and high performance personal
computers.

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Mushkin markets and sells high-performance DRAM memory modules through
e-commerce and direct sales channels.  Mushkin's products are built using
components secured through many of the world's leading DRAM suppliers.  Mushkin
products are primarily used in OEM and end-user personal computer systems.

The Company has a business model that derives revenue from three sources: 1)
product sales, 2) funded research and development programs and 3) licensing and
royalty revenues related to its intellectual property.  The Company focuses
product sales efforts on unique, high performance applications. Customer funded
research and development program fees are generated through new product
development programs and ferroelectric technology support programs with major
semiconductor manufacturers.  Fees and royalties are derived from the licensing
of the Company's intellectual property to large semiconductor manufacturers.
The Company has formed several strategic relationships to develop and
manufacture its memory products.  FRAM strategic licensees now include Fujitsu,
Rohm, Toshiba, Hitachi, Samsung, Asahi Chemical, Infineon Technologies, NEC and
Texas Instruments.  Enhanced-DRAM licensees and/or partners now include
Infineon Technologies, Cypress Semiconductor, Hewlett Packard and NEC.

During 2001 and 2000 the Company entered into several significant business
relationships.  In July 2000 the Company's FRAM business unit entered into a
5 year volume purchase agreement with Ampy Automation Digilog, Ltd. for the
primary purpose of supplying approximately 27 million FRAM devices into a
utility meter product Ampy designed and developed for ENEL Distribuzione SpA, a
leading Italy utility company.  Initial deliveries into this program began in
2001 and are expected to continue through 2003.  Ramtron will also supply FRAM
product to Ampy for use in other meters it builds.  The agreement includes
pricing provisions, purchase order placement, reschedule and order cancellation
provisions.  Ampy has made no order quantity or schedule guarantees.

In 2001, Texas Instruments and NEC entered into technology license agreements
with the Company's FRAM business unit.  Subject to the specific terms of each
agreement, such agreements may include a license to the Company's FRAM
technology, royalties, development assistance and/or manufacturing capacity
upon the commercialization by the licensee.

The Company's EMS business unit entered into customer funded research and
development programs with Cypress Semiconductor Corporation and Hewlett Packard
in 2000, to design, develop and have manufactured and sell new products for the
telecommunications and network/server markets.  The agreement with Cypress also
calls for royalties payable to EMS upon the sale of the product to Cypress'
customers.  Additionally, EMS has rights to sell the specified products to
customers other then Cypress and HP.

In 2001, Infineon Technologies AG acquired approximately 20% of the Company's
outstanding common stock by entering into a share purchase agreement with the
Company pursuant to which Infineon agreed to invest approximately $30 million
in the Company, $10 million in cash and $20 million in Infineon common stock
(443,488 shares), in exchange for 4,430,005 shares of the Company's common

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stock  The companies also entered into a separate cross-license agreement that
provides Infineon with a nonexclusive license to the Company's FRAM memory
technology, and the Company with access to certain Infineon technologies
relating to fabrication of FRAM memories.  Infineon is also a 20% owner in the
Company's EMS business unit.  In January 2000, Infineon entered into a stock
purchase agreement with EMS in consideration for up to $200 million per year of
committed wafer manufacturing capacity using Infineon's advanced DRAM and
embedded DRAM process capabilities and access to Infineon's design
technologies.  The agreement has a term of six years with optional two-year
renewal periods thereafter.  The agreement does not provide Infineon with
rights to EMS' technology.

See Note 12 of the Notes to Consolidated Financial Statements for certain
financial information concerning each of the Company's operating segments and
for certain geographic financial information concerning the business of the
Company.

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, statements regarding the Company's mission and vision and
statements regarding future potential changes in the Company's capital
structure.  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 Securities and Exchange Commission.

                                   PRODUCTS

BACKGROUND

To date, the memory market has been divided between two classes of memory
products, volatile and nonvolatile.  Nonvolatile memory refers to the ability
of an integrated circuit memory device to retain data without power, while
volatile memory loses its data in the absence of power. There are multiple
variations of products within each class because systems designers have been
forced to make various tradeoffs and compromises in their designs due to the
limitations of each.

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Nonvolatile Memory.  Flash memory, Electrically Erasable Programmable Read Only
Memory, or EEPROM, and Erasable Programmable Read Only Memory, or EPROM, are
the most common nonvolatile memory technologies.  These read-only memory
("ROM")-type memory devices allow limited numbers of write-cycles before
wearing out because of the high stress condition caused by write-cycles.  The
devices also use large amounts of power and have write times that are much
longer than standard random access memory, or RAM, technologies.  Another
nonvolatile memory device is a battery-backed SRAM, or BBSRAM.  Limitations of
BBSRAMs include size and shape, cost and battery reliability.  Important
limitations of current nonvolatile memory technologies include slow write
speed, limited write endurance, high power consumption, and in the case of
BBSRAM, battery reliability.

Volatile memory.  DRAM and SRAM are the two fundamental integrated circuit
product categories in the volatile memory market.  A microprocessor uses random
access memory to hold temporary instructions and data needed to complete tasks.
This enables a system's microprocessor to access instructions and data stored
in memory quickly. Applications for DRAM and SRAM include PC's, communication
switches, workstations, servers and DSP systems.

DRAMs are the most widely used memory device in computing applications today
because of their low cost per bit and unlimited random access read/write
capability.  However, continuing significant improvements in microprocessor
speeds and increasing system complexity have created performance bottlenecks at
the system level due to two key limitations of today's DRAM technology, slow
access speeds, or latency, and limited ability for sustained data output, or
bandwidth.

SRAM performs memory functions similar to DRAM, but is much faster and does not
require the memory storage cells to be continuously re-charged.  However, the
large memory cell size of the SRAM makes it significantly more expensive and
less power efficient than DRAM.  Important limitations of SRAM are high cost
per memory bit and low chip density.

Most high-performance systems need combinations of small amounts of SRAM to
cache data transfers and high-speed DRAM architectures to fill the cache
quickly.  Even with these techniques, the larger size of today's operating
systems and applications, and the frequent context changes required by
multitasking, create bottlenecks from limited DRAM access and retrieval
speed.

FRAM PRODUCTS (Nonvolatile)

Ramtron was the first company to introduce ferroelectric technology in
commercial memory products, beginning with a 4-kilobit parallel interface
product in late 1992.  Since demonstrating this product, the Company has
attracted a number of licensees, and has broadened its product line and
established a merchant market presence.  Today, the Company offers a line of
serial and parallel interface FRAM memories that have distinct advantages over
EEPROM and BBSRAM equivalents.  These products are manufactured at Fujitsu
using the Company's proprietary FRAM technology. The Company also licenses its
technology to several large semiconductor manufacturers. The Company sold $4.5
million of FRAM products in 2001.

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A FRAM memory cell is built using a standard CMOS process with an additional
layer of ferroelectric material, in crystal form, between two electrode plates
to form a capacitor.  This capacitor construction is very similar to that of a
DRAM capacitor.  Rather than storing data as charge on a capacitor like
volatile memory products, a ferroelectric memory stores data within a
crystalline structure.  These crystals maintain two stable states - a '1' and a
'0'.  Due to its basic RAM design, the circuit reads and writes simply and
easily.  However, unlike volatile memories, the data state is stable with or
without power.  The ferroelectric mechanism is completely different than the
floating gate technology used by other nonvolatile memories.  FRAM memory
products do not require a periodic refresh and when power fails, the FRAM
memory retains its data.  Regardless of the electrical interface, a FRAM device
is structurally designed to operate in a manner very similar to a volatile
memory product.  Thus it has similar performance to a volatile memory product
for both read and write operations.

Ramtron's FRAM technology provides nonvolatile memory products with unique
performance characteristics and properties.  Ramtron's FRAM devices combine
data non-volatility 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 consumption.

In order to accelerate market acceptance, Ramtron developed FRAM serial
products based on industry standard EEPROM circuits.  These products are
offered in 4-kilobit, 16-kilobit, 64-kilobit and 256-kilobit densities with
selected industry standard interfaces and industry-standard package types.
These products compete with EEPROM serial memories with identical pin
configurations. As a result of FRAM feature advantages, the Company's
products are currently able to command a price premium versus EEPROM
products in selected applications.

In addition to serial memories, the Company offers a line of medium density
parallel interface products.  In order to accelerate market acceptance, these
product designs are based on industry standard SRAM circuits.  The primary
market these products serve is replacement in multi-device battery-backed SRAM
applications, or BBSRAM.  SRAMs are fundamentally a volatile device and do not
retain data in the absence of power.  A backup battery is commonly used to
retain the stored data.  FRAM parallel products offer a comparable feature set
and data retention without the requirement of a battery.  Current products
include 64-kilobit and 256-kilobit products in industry standard package types.

The Company has recently introduced its first problem solver memories in
64-kilobit and 256-kilobit densities.  Problem solver memories integrate a FRAM
memory core with appropriate logic and other functionality on a single chip to
solve a variety of system level design requirements.  FRAM problem solvers can
be designed to address generic system requirements such as basic data
collection with a time stamp, or designed for highly system-specific functions
such as a system-on-a-chip with all functions but the central processing unit.
The enhanced integration that FRAM problem solvers provide greatly simplifies
system development and reduces the complexity of debugging embedded processors.

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The Company anticipates increases in its available manufacturing capacity
from its foundry partners.  The manufacturing and commercialization of FRAM
technology associated with each of the Company's foundry partners depends
primarily upon each individual foundry's process and product development
activities, the timing and results of which are uncertain.  The Company intends
to continue developing new products as it is able to determine the available
manufacturing capacity of each of its foundry partners.  In preparation for the
anticipated increase in foundry capacity, the Company is currently developing
several new products that are expected to provide future revenue growth.

The manufacturing costs of FRAM products are presently higher than competing
EEPROM and BBSRAM products.  The Company and its foundry 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.  During 2001, the Company completed the first step in
this process through the successful development and manufacture of a
one-transistor, one-capacitor, or 1T/1C, 256-kilobit product. Until late in
2001, FRAM products were built using 2-transistor, 2-capacitor, or 2T/2C, cell
structures.  The effect of moving to 1T/1C products is to reduce the size of
the memory cell by roughly 50%, increasing the total number of available die
per wafer and lowering overall manufacturing cost.

FRAM Strategy

Our goal is to become the leading worldwide supplier of FRAM devices in
specialized, high performance applications and in licensing technologies for
memory products.  Our strategy includes the following key elements:

Further Penetrate Specialized, High Performance Markets.  The markets in which
the Company competes are large and extremely competitive.  For FRAM technology
to be successful, it must first prove its benefits and capabilities to
customers.  The Company's market strategy is similar to the strategy proven to
be successful in the Flash memory market, which is to target specialized
applications, gain overall market acceptance, and introduce additional products
into larger, main memory markets.  The Company's FRAM technology currently
competes with EEPROM and BBSRAM technologies.  The Company believes FRAM
technology is superior in performance to EEPROM technology and will gain market
share accordingly, allowing access to new opportunities and applications.  The
initial markets that the Company will target include the data collection and
metering market, low power and wireless communications market and the
telematics market.  Telematics is an emerging market of automotive
communications technology that uses wireless communications to provide
security, information, productivity and in-vehicle entertainment services.

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Extend FRAM technology into new applications.  FRAM technology has product
applications beyond stand-alone memory devices.  For example, smart cards,
micro-controllers, programmable logic devices and radio frequency
identification applications often include embedded ROM and/or RAM memories in
the device.  FRAM memory performance compared to alternative memory solutions
offers distinct advantages in such applications.  To exploit these product
opportunities without diverting focus from the development of FRAM products,
the Company has licensed its ferroelectric technology to, and entered into
development agreements with, other companies.  The Company may elect to pursue
selected business opportunities in these areas when appropriate market
conditions and suitable partners are identified.  In addition, within the
Company's capital and financing constraints, the Company continues research and
development of ferroelectric material compositions with the aim of further
enhancing the performance advantages and cost position of FRAM memories
relative to alternative memory solutions (e.g., longer write endurance, lower
operational voltage and lower power consumption).

Expand sales and marketing efforts.  The Company intends to increase its
marketing efforts with a plan to target OEM design and supply chain managers by
expanding its sales force with additional corporate and regional account
managers and field application engineers to provide increased sales support,
expanding its use of manufacturers' representatives and industrial distributors
to target international customers and increasing promotional efforts to expand
and heighten awareness and preference for FRAM products and the Ramtron brand.

Leverage Ramtron's new product development process.  The Company believes its
product development expertise in the application of FRAM technology is a unique
competence.  It is the Company's intention to invest to maintain this advantage
to the maximum extent it can do so within capital and financing constraints.
The Company believes its current product development process enables it to
bring FRAM based products to market faster than the competition and minimize
the cost of such product development.  This expertise is embodied in the
Ramtron design methodology, which includes ferroelectric circuit simulation,
ferroelectric modeling for multiple foundry processes, ferroelectric memory
core libraries, and the institutional knowledge of such memory design.  Ramtron
plans to continue investing in upgraded design automation and product
development activities that further improve productivity and shorten time to
market.

Select strategic partners.  Ramtron's business objective is to maintain its
leadership role in FRAM technology and specialty products by working in
cooperation with the world's leading semiconductor manufacturers.  Ramtron's
partnership strategy is allowing the company to commercialize its products and
technologies more rapidly than if it were to rely solely on its own resources.
Ramtron maintains a preference for partners that serve a strategic interest by
providing complementary technology, production capacity, or market access.
Ramtron has license and/or development agreements with Fujitsu, Rohm, Toshiba,
Infineon, Hitachi, Samsung, Asahi Chemical, NEC and Texas Instruments.  Subject
to the specific terms of each agreement, such agreements may include a license
to the Company's FRAM technology, royalties, development assistance and/or a
call on manufacturing capacity.

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Promote Ramtron's intellectual property as an industry standard.  Ramtron's
strategy is to broadly license its intellectual property and to work with
industry leading semiconductor and electronics companies to expand the
infrastructure to support its FRAM technology.  The Company intends to
capitalize on this infrastructure to establish its FRAM technology as an
industry standard.  The Company generates revenue through technology licenses,
royalty payments and service fees from these relationships.

Continue to invest in research and development to maintain technology
leadership.  The Company will continue to devote much of its research and
development efforts towards increasing the densities of its FRAM products to
target larger, faster growing markets such as the markets for personal digital
assistants, or PDAs, cellular phones, mobile internet devices and other
information appliances.  During 2001, Ramtron began to expand its product line
to include more integrated products.  The Company has recently introduced
64-kilobit and 256-kilobit problem solver memory products.  Problem solver
memories are more highly integrated system solutions that are built around
proven FRAM cores.  These products and products the Company expects to
introduce in the future will include functions that are commonly combined with
nonvolatile memory at the system level, and functions that can be improved by
integration with FRAM technology.

Improve the Company's technological and engineering expertise.  Ramtron is
focused on using its technological and engineering expertise to develop
proprietary technologies to efficiently produce high quality, technologically
advanced products that meet the complex and diverse needs of its customer base.
Through this expertise the Company has developed patented proprietary
technologies.  The Company intends to continue to leverage and expand its
technological and engineering expertise to develop new proprietary technologies
and to further expand its product offerings.

Continue to patent new technologies.  Recognizing the important role
intellectual property plays in the semiconductor industry, FRAM product
architectures are protected by worldwide intellectual property rights.  Ramtron
has 180 patents issued worldwide, which include 100 U.S. patents and 80 foreign
patents.  Currently, 71 patents are pending, including 31 U.S. patents and 40
foreign patents.

ENHANCED-DRAM PRODUCTS (Volatile)

The Company's 80% owned subsidiary, Enhanced Memory Systems, Inc., designs,
markets and sells high performance DRAM based products.  Currently, these
products are  manufactured for the Company by Infineon Technologies AG, 20%
owner of EMS, using conventional DRAM manufacturing lines.  EMS has developed a
family of proprietary Enhanced-DRAM ("EDRAM", registered trademark), Enhanced
Synchronous DRAM ("ESDRAM") and Enhanced SRAM ("ESRAM") products that
capitalize on unique architectural and design features to provide what the
Company believes are the highest performance DRAM products available. EMS began
selling EDRAMs in commercial volumes in the first quarter of 1993.

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The Company's EDRAM, ESDRAM and ESRAM components use the same packaging as
standard DRAMs.  The Company also has a family of EDRAM and ESDRAM single
in-line memory modules, "SIMM", and dual in-line memory modules, "DIMM", that
use the same form factor and connectors as standard DRAM SIMM and DIMM modules.
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.

Because of their low cost per bit and unlimited random access read/write
capability, DRAMs are the most widely used memory device in computing
applications.  However, DRAMs operate at relatively slow speeds.  Those
applications that require high speed have typically used static random access
memories ("SRAMs") to improve memory access and retrieval speed.  The large
memory cell size of the SRAM makes it significantly more expensive than the
DRAM.

To alleviate the problems with DRAMs and SRAMs, alternate DRAM architectures
have been developed that interleave several memory banks.  These products are
called synchronous DRAM ("SDRAM"), fast cycle DRAM ("FCRAM"), reduced latency
DRAM ("RLDRAM") 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.

Drawing upon the best features of DRAM and SRAM, the Company uses, its
patented, direct mapped registers to combine very fast DRAM cores and SRAM
architectures on the same chip.  Testing of Enhanced DRAM-based systems by
EMS's customers has shown system performance improvements up to 2.0 times over
similar systems with DRAM or DRAM plus SRAM cache.  The Company's patented,
integrated solutions have the following benefits:

Reduced Latency.  Ability to get data from memory to processor faster.

Sustained Bandwidth.  Ability to deliver memory data continuously to the
processor faster.

Lower Cost.  For SRAM applications EMS's products provide significantly lower
cost due to the use of DRAM cell structures.

Increased Density.  EMS provides ESRAM products with 4x the density of SRAM
offerings.

Lower Power.  Our products use less power than comparable SRAM solutions,
resulting in a lower operating cost and less heat generation.

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To address the access and retrieval speed limitations of DRAMs and the high
costs associated with high-speed SRAMs, the Company developed a group of
4-megabit EDRAM, 16 and 64-megabit ESDRAM, and 72-megabit ESRAM products.

The Company's wholly owned subsidiary, Mushkin Inc. markets and sells high-
performance DRAM memory products.  Mushkin is a supplier of high-performance
DRAM memory modules built using components secured through many of the world's
leading DRAM suppliers, such as Samsung, Hyundai and Infineon.  Mushkin sells
its modules through direct and retail channels to personal computer system OEMs
and end users of personal computer systems.

Enhanced-DRAM Strategy

Target replacement of SRAM.  Historically, the Enhanced-DRAM product strategy
has been to provide SRAM performance with DRAM density in products with
significantly lower pricing than SRAMs. Because of the Company's success in
penetrating conventional SRAM markets, the ESRAM product line is being
developed with products defined through cooperative agreements with Cypress
Semiconductor and Hewlett Packard.  In addition, the Company is targeting
participation in large, mainstream market opportunities through the licensing
of proprietary technology to leading SRAM manufacturers.

Target replacement of DRAM.  A secondary strategy is to provide a significant
performance upgrade option for industry standard DRAMs in the same memory
module socket.  This strategy targets the high-performance segments
(communications, RAID disk control, DSP, embedded processing, and PC systems)
of the main memory marketplace.  EMS strives to serve the highest performance
segments of these markets while maintaining higher margins than commodity
DRAMs.  This strategy allows the business to achieve the production volumes
necessary to operate an efficient DRAM business while maximizing profit margins
in served markets. The Company is also developing additional high density, high
performance Enhanced-DRAM products using technology available through its
license agreement with Infineon.  EMS intends to participate in large,
mainstream market opportunities through the licensing of proprietary technology
to leading DRAM manufacturers.

Provide leading edge PC solutions.  Mushkin's product line targets high
performance needs in the commodity, main memory market.  While the majority of
the main memory market is satisfied with current standard memory performance, a
growing segment of the market desires more from their memory solution.  These
more aggressive users include both OEMs and end users.  The Company's
participation in these markets is primarily through its Mushkin subsidiary,
who's memory module component suppliers include many of the leading DRAM
manufacturers.  The Mushkin products are positioned to provide sizable
performance advantages over standard solutions at slightly increased cost and
are sold through a combination of direct sales and e-commerce sales.

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Leverage intellectual property and technology.  EMS continues to utilize its
proprietary intellectual property and technology available through its
agreement with Infineon to develop, market, and sell high performance ESDRAM
and ESRAM products.  The Company's ESRAM products are currently being developed
through product development partnerships with Cypress Semiconductor and Hewlett
Packard.  Enhanced-DRAM products may also be developed through advantageous
partnerships.  In addition to these product opportunities, the Company also
continues to pursue general licensing opportunities whereby its technology
would be used to serve applications otherwise unsuited for direct EMS product
participation, such as the PC commodity memory market.  In order to increase
the licensing opportunities for our patented technology, EMS pursued and was
granted a superset standard for synchronous EDRAM product by JEDEC during 1998,
and the Company plans to continue its effort to make its architectures industry
standards.

Acquire and retain quality manufacturing capabilities.  EMS plans to produce
its products through strategic alliances and foundry arrangements with major
semiconductor companies and to expand the market for these products by
licensing production through multiple sources, although to date, EMS is reliant
on Infineon as its sole foundry.  This approach avoids the high capital costs
associated with DRAM manufacturing that would have otherwise been incurred if
the Company had chosen to manufacture these products with Company-provided
resources.

Continue to patent new technologies.  Recognizing the important role
intellectual property plays in the  semiconductor industry, EMS product
architectures are protected by worldwide intellectual property rights.  The
Company has 61 patents issued worldwide, including 41 U.S. patents and 20
foreign patents.  Currently, 23 patents are pending, including 13 U.S. patents
and 10 foreign patents.

                        CUSTOMERS, SALES AND MARKETING

Current FRAM Markets and Customers.   The current market for FRAM products most
resembles the markets for EEPROM and BBSRAM products.  Ramtron sells products
into the industrial sector in applications such as electric power meters and
related datacom networks; the office equipment sector in applications such as
laser printers, copiers and hand held portable electronic devices; the
automotive sector in applications such as odometers and airbag systems; and the
communication sector in applications such as electronic telephones and cable
modems.  Significant customers for the Company's products include Ampy
Automaton, Ademco, Schlumberger, Siemens, Hewlett Packard, Agilent,
Siemens, Ricoh, Xerox, Canon, Mitsubishi and Ericsson.  Customers of our
products or license and development partners that represented greater than 10%
of total revenues in 2001 included Ampy Automation and Texas Instruments.
Ramtron expects to make improvements in reducing FRAM product manufacturing
costs and expand its manufacturing capacity with strategic partners to further
penetrate existing markets and to develop new markets, customers and technology
standards.

                                    Page-12
<PAGE>
Current Enhanced-DRAM Markets and Customers.  The Company's Enhanced-DRAM
technology has been demonstrated to provide a performance advantage and
a 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.  Significant customers include Motorola, Mylex and Lucent.
Also, EMS is currently involved in new product development programs with
Cypress Semiconductor and Hewlett Packard.  The successful completion of
these product development programs will allow EMS to generate product sales
revenue increases during the second half of 2002. The Company currently has
engineering samples of these products available.  In addition to Cypress
Semiconductor and Hewlett Packard, EMS will also market these products to other
customers who require cost effective high performance memory solutions.

Mushkin Inc. markets and sells its high-performance DRAM memory products
through direct sales and e-commerce sales to personal computer system OEMs and
end users of personal computer systems.  Significant customers include Fry's
Electronics, Kingston Technology, South Seas Data, Inc., Wintec Industries,
United Technology and Pacific Business Systems.  During 2001, approximately
52% of Mushkin sales were e-commerce sales, while 48% were through direct sales
channels.

Export product sales as a percentage of total product sales were 29%, 26% and
20% for the years 2001, 2000 and 1999, respectively.

As is typical in the semiconductor industry, FRAM and EMS products can require
lengthy "design-in" cycles for customer applications and extensive application
engineering support.  Ramtron's internal application experts support customer
design-in activities.  Such support is an important element of the Company's
sales and marketing efforts.

Sales Channels.  Ramtron markets memory products through manufacturers
representatives and industrial distributors who are supported by directly
employed sales managers with regional responsibility.  Such marketing activity
is conducted in major markets around the world.  Customers are distributed
regionally, in size, and in end-use industry.  The Company anticipates using
existing channels for the future sales and distribution of products.

We maintain 17 full-time sales and marketing personnel in the United States and
An additional 5 employees in Japan, Hong Kong, Taiwan and Europe.  Ramtron has
distribution and/or representation relationships with 35 companies world-wide,
with an emphasis in North America, Europe, Japan and Asia.

                                    Page-13
<PAGE>
                                    BACKLOG

The rate of booking new orders varies from month to month and depends on
scheduling practices of individual customers.  Cyclical industry conditions
make it difficult for many customers to enter into long-term, fixed-price
contracts.  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.

                                  MANUFACTURING

Ramtron is a fabless semiconductor manufacturer.  The Company's manufacturing
strategy is to develop and design new products internally and through co-
development alliances, for production by third-party manufacturers.  Ramtron's
agreements with 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 Enhanced-DRAM products in commercial volumes.
Under the fabless business strategy, Ramtron will continue to be dependent on
other manufacturers for the manufacture of FRAM and Enhanced-DRAM products.

FRAM Manufacturing.  Ramtron has entered into arrangements with Fujitsu, Rohm,
Toshiba, Hitachi, Infineon, Asahi Chemical and Texas Instruments for the
development and/or manufacture of FRAM products.  Ramtron has also entered into
licensing arrangements with Samsung and NEC for the Company's ferroelectric
technology, which do not include a manufacturing agreement.  The Company
completed its transition to a fabless manufacturing strategy for FRAM products
in 1999.  Commercial production of FRAM products at Ramtron's Colorado Springs
facility ceased at the end of the first quarter in 1999.

Currently, the Company's FRAM products are being manufactured under a foundry
supply agreement with Fujitsu.  From 1998 through August 2001 certain FRAM
products were manufactured at Rohm.  The Company has not yet negotiated foundry
supply agreements with Hitachi, Toshiba, Infineon or Texas Instruments, but
such companies are contractually bound to enter into such agreements upon
fulfillment of certain conditions, primarily, the achievement of commercial
manufacturing capabilities.  There is no assurance, however, that the
Company's alliance foundry partners will achieve commercial manufacturing
capability in a timeframe sufficient to meet the Company's capacity
requirements, or at all.

Enhanced-DRAM Manufacturing.  Ramtron is currently dependent upon Infineon for
supply of its Enhanced-DRAM products.  Ramtron builds its Enhanced-DRAMs on
Infineon's standard, proven manufacturing lines to which no process changes are
required.  In February 1998, the Company entered into a manufacturing foundry
agreement with Infineon whereby Infineon agreed to manufacture and sell to the
Company ESDRAM products and other products using the Company's Enhanced-DRAM
technology.

                                    Page-14
<PAGE>
In January 2000, the Company expanded its relationship with Infineon
Technologies.  Infineon acquired 20% ownership in EMS, the Company's formerly
wholly owned subsidiary, which conducts the Company's Enhanced-DRAM
business, in consideration for up to $200 million per year of committed wafer
manufacturing capacity using Infineon's advanced DRAM and embedded DRAM process
capabilities and access to Infineon's design technologies.  The agreement has a
term of six years with optional two-year renewal periods thereafter. Infineon
does not have any rights to the Company's EDRAM, ESDRAM or ESRAM technology,
however, the agreement provides EMS with access to the results of Infineon's
integrated circuit research and development efforts.

Additionally, EMS has a license arrangement with NEC Corporation for Enhanced-
DRAM technology, which does not include a manufacturing agreement.

Mushkin Inc. secures DRAM component parts from leading DRAM manufacturers and
subcontracts, to third parties in the U.S., its memory module assembly and test
operations.

Under the fabless business strategy the Company will continue to be dependent
on other manufacturers for the manufacture of FRAM and Enhanced-DRAM products.
The Company's business may be adversely affected by the unavailability of an
individual foundry partner's capacity from time to time.  The Company believes
that the raw materials and services required for the manufacture of its
products at its manufacturing foundry partners are readily available.

As is customary in the semiconductor industry, Ramtron and its third-party
manufacturers subcontract with foreign companies to assemble and test finished
products.  Manufacturing services performed by such third parties are conducted
in accordance with processes designed by Ramtron or the third-party
manufacturers and are implemented under the supervision of Ramtron's product
engineers or such third-party manufacturers. Such subcontracted functions offer
significant economic benefits, however, they also introduce substantial risks.
The Company expects to receive lower priority from such subcontractors than do
larger firms as a result of the Company's initial limited volume of production.
In addition, the Company is exposed to all of the risks associated with using
foreign subcontractors.  The Company maintains an active effort to manage these
subcontracted operations and to minimize any associated risks.

                         RESEARCH AND DEVELOPMENT

Development of additional FRAM and Enhanced-DRAM technologies and products and
the associated design development and manufacturing processes will require
Ramtron to continue making significant additional investments in research and
development.  Current research and development activities are focused on
expanding the Company's product offerings of both the FRAM and Enhanced-DRAM
business segments.  In addition, the Company continues limited investment in
ferroelectric materials and process technology development.

                                    Page-15
<PAGE>
During 1999, Ramtron entered into a co-development agreement with Fujitsu to
pursue an advanced FRAM manufacturing process.  The agreement called for
Ramtron and Fujitsu to develop a 0.35-micron FRAM manufacturing process in the
Company's Colorado Springs facility.  Fujitsu provided development program
funding over a two-year period and several pieces of wafer fabrication
equipment to be used in the development program.  This program was successfully
completed during the fourth quarter of 2000 and Fujitsu is currently
integrating this process technology into its manufacturing facility in Iwate,
Japan.

Ramtron entered into a FRAM technology license and development agreement with
Texas Instruments in August 2001.  Under this agreement Ramtron receives
license and development fees for a license to the Company's ferroelectric
random access memory technology and technical development services.  Ramtron
and TI will work together to create, evaluate and demonstrate low-voltage,
non-volatile embedded FRAM technology.

Approximately 51 of the Company's employees are engaged in research and
development.  In addition, manufacturing personnel were involved in research
and development through efforts to increase the manufacturing yields of our
products.  Total research and development expenditures were approximately $16.7
million in 2001, $13.4 million in 2000 and $12.1 million in 1999, including
customer-sponsored research and development expenditures of approximately
$2.4 million in 2001, $5.4 million in 2000 and $4.9 million in 1999.

                                 COMPETITION

The semiconductor memory industry is intensely competitive.  Both our FRAM and
Enhanced-DRAM products experience intense competition from numerous domestic
and foreign companies.  Ramtron may be at a disadvantage in competing with many
of these competitors who have significantly greater financial, technical,
manufacturing and marketing resources, as well as more diverse product lines
that can provide cash flows counter cyclical to fluctuations in semiconductor
memory operations.

FRAM PRODUCTS.  Ramtron considers its FRAM products to be competitive with
existing nonvolatile memory products such as EEPROM, BBSRAM and Nonvolatile
RAM products in low-density applications.  Although nonvolatile Flash memory
products are important in the high-density memory product market, Ramtron's
products do not currently compete in that market.  Both low-density and high-
density nonvolatile memory products are manufactured and marketed by major
corporations possessing worldwide wafer manufacturing and integrated circuit
production facilities such as ST-Microelectronics, Motorola, Inc. and Hitachi,
and by specialized product companies, including Maxim Integrated Products,
Atmel, Xicor, and Rohm.

                                    Page-16
<PAGE>
Using the Company's FRAM technology, Ramtron introduces product performance as
a new competitive factor, which has varying importance depending on the
customer and the application. Currently, Ramtron's FRAM manufacturing costs are
higher than those for conventional competing technologies resulting in a price
premium for FRAM products that, for example, compete directly with EEPROM
products.  The Company is, therefore, seeking a strategy of targeting
applications where the FRAM technology advantages may offset higher product
prices.  One result of this strategy is a smaller market in which FRAM products
can be sold.  The Company will continue to emphasize FRAM product benefits
while the Company and its manufacturing partners work to reduce the cost of
production.

ENHANCED-DRAM PRODUCTS.  DRAM products are manufactured by numerous companies,
including major corporations possessing worldwide wafer manufacturing and
integrated circuit production facilities.  Because the Company's Enhanced-DRAM
products have certain higher performance characteristics than standard DRAM
products, the Company considers only high-speed "specialty" DRAM products, such
as high performance SDRAM, RDRAM, RLDRAM, FCRAM and fast SRAM, manufactured by
companies such as Mitsubishi Electric Corporation, Rambus (through licensees),
NEC Corporation, Fujitsu, Infineon, Toshiba, Micron Technology, Inc. and
Monolithic System Technology, Inc., to be competitive with its Enhanced-DRAM
and ESDRAM products.  The Company also considers its EDRAM, ESDRAM and
ESRAM 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., Motorola, Inc., Hitachi, ST-Microelectronics, Toshiba, Fujitsu, Samsung,
Infineon, Hyundai Electronics Industries Co. Ltd., and Micron Technology, Inc.

Since the competition is based on industry standard products with multiple
sources, the basis for competition is price, availability, customer
relationships and customer service.  Ramtron faces intense competition based on
these factors.

Ramtron's licensees may market products, which compete with the FRAM and
Enhanced-DRAM products.  Most of the Company's strategic alliance partners have
the right to manufacture and sell FRAM or Enhanced-DRAM products for their own
account.  For example, as part of the Company's agreements with Hitachi, Rohm,
Toshiba, Fujitsu, Asahi Chemical, Samsung, Infineon, NEC and Texas Instruments
Ramtron granted each of those companies a non-exclusive license to FRAM
technology and know-how, which includes the right to manufacture and sell
products using FRAM technology.  Cypress Semiconductor and NEC were each
granted a limited license to the Company's Enhanced-DRAM product technology.
Most of these license agreements provide for the continuation of the licensed
rights to Ramtron's FRAM or Enhanced-DRAM technology and know-how after
expiration or termination of the agreements on a royalty-bearing or royalty-
free basis.

                                    Page-17
<PAGE>
To the extent that any of our products achieve market acceptance, there can be
no assurance that competitors will not be able to develop and offer competitive
products or implement pricing strategies for FRAM and Enhanced-DRAM products
that could adversely affect the Company's business and operating results.  The
Company's ability to compete successfully depends on its ability to develop
low-cost volume production, permitting its products to be sold at a price that
is both competitive and profitable, and on its ability to design products that
successfully address customer requirements.  Ramtron's success also depends on
factors beyond its control, including the rate at which customers incorporate
the Company's products into their own products, the success of the Company's
customers in selling their products, the success of the protection of Ramtron's
intellectual property, the success of competitors' products and general market
and economic conditions.  Many companies are researching and developing
semiconductor memory technologies and product configurations that could reduce
or eliminate any future competitive advantages of the Company's products.
There can be no assurance that the Company's FRAM or Enhanced-DRAM technology
will not be supplanted in the future by competing technology or that the
Company will have the technical capability or financial resources to be
competitive in the semiconductor industry with respect to the design,
development or manufacture of either FRAM or Enhanced-DRAM products.

                           ENVIRONMENTAL COMPLIANCE

Federal, state and local regulations impose various environmental controls on
the discharge of chemicals and gases used in the Company's manufacturing and
research and development 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.

                        PATENTS AND PROPRIETARY RIGHTS

The Company relies heavily on its patents and trade secrets as a defense
against competitors introducing infringing products that will compete with the
Company's FRAM and Enhanced-DRAM products and the royalty-bearing products of
the Company's licensees.  Although the Company intends to enforce its patents
and trade secrets aggressively, there can be no assurance that such protection
will be available or be enforceable in any particular instance or that the
Company will have the financial resources necessary to adequately enforce its
patent and trade secret rights, and the unavailability or unenforceability of
such protection or the inability to enforce adequately such rights could
materially adversely affect the Company's business and operating results.  See
"Item 3. Legal Proceeding."  The Company's strategic alliance partners, have

                                    Page-18
<PAGE>
access to the Company's proprietary FRAM technology and know-how and have the
right, on a royalty-paying or royalty-free basis, to manufacture and sell
ferroelectric products.  The Company does not license from others any material
right covering its ferroelectric technology and does not believe its technology
infringes any known patents.  The Company has, however, entered into a cross-
license agreement with Symetrix Corporation ("Symetrix") for the use by the
Company of certain ferroelectric technology that may have been developed by
Symetrix, which currently, and for the foreseeable future, is not used in the
Company's FRAM products.  The Company is aware, because others have obtained
patents covering numerous semiconductor designs or processes, that the Company
operates in a competitive environment in which it would not be unlikely for a
third party to claim that certain of the Company's present or future products
may infringe the patents or rights of such third parties.  If any such
infringements exist or arise in the future, the Company may be exposed to
liability for damages and may need to obtain licenses relating to third-party
technology incorporated into the Company's products.  The Company's inability
to obtain such licenses on acceptable terms or the occurrence of related
litigation could have a material adverse affect on the Company.  See "Item 3.
Legal Proceeding."  The Company has been granted patents it believes are
fundamental in covering the basic architecture and method of operation of its
Enhanced-DRAM products, and the Company has other patents and patent
applications involving its Enhanced-DRAM technology pending.

The Company holds 141 unexpired United States patents covering certain aspects
of its products and technology.  Such patents will expire at various times
between November 2004 and December 2019.  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.  The Company has
applied for 44 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.  The Company holds 100 unexpired
foreign patents and has 50 foreign patent applications pending.  A number of
the pending foreign patents will, upon issuance, be jointly owned by the
Company and either Seiko Epson, Nippon Steel or Fujitsu.

In addition to prosecuting patent infringement, 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 and Enhanced-DRAM 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
technologies.  Furthermore, other companies may seek to reverse engineer the
Company's products.

                                    Page-19
<PAGE>
                                  EMPLOYEES

The Company has 117 employees, including 16 in management and administration,
51 in research and development, 28 in manufacturing and 22 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, the 1995 Stock Option Plan, as amended, or the 1999 Stock
Option Plan.  None of the Company's employees are 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
Chairman; William W. Staunton, the Company's Chief Executive Officer; Greg B.
Jones, the Company's President-Technology Group; LuAnn D. Hanson, the Company's
Chief Financial Officer and Vice President of Finance; Craig W. Rhodine the
Company's Chief Operating Officer and William Mushkin, President of the
Company's Mushkin subsidiary have an employment agreement with the Company, and
none of the Company's employees has a post-employment non-competition agreement
with the Company.  The Company believes that its employee relations are good.

                                 OTHER EVENTS

On March 14, 2002, the Company announced it signed agreements to complete a
new round of funding for gross proceeds of $8.0 million. The transaction is
expected to close before March 31, 2002.  The Company will issue cumulatively
$8.0 million of 5 year, 5% fixed rate, convertible debentures to Infineon,
Halifax Fund, managed by The Palladin Group, L.P. and Bramwell Capital
Corporation, managed by Cavallo Capital Corp.  The debentures are convertible
into the Company's common stock at a conversion price of $3.76, which is equal
to 110% of the five-day volume weighted average price ("VWAP") of the Company's
common stock prior to the date of signing of the agreements.  The Company may
force conversion of the debenture after 18 months, provided the VWAP of the
Company's common stock is at least 200% of the conversion price for 20 or more
of 30 consecutive trading days.  The Halifax and Cavallo debentures are secured
by a Deed of Trust on the Company's headquarters facility in Colorado Springs,
Colorado and the Infineon debenture is secured with certain accounts receivable
and patents.  In addition, cumulatively, 700,435, 5-year common stock warrants
will be issued to the investors at an exercise price of $4.28 per share.  In
connection with its debenture investment, Infineon and the Company have entered
into a memorandum of understanding to expand their existing technology
relationship.  Under the expanded agreement, Infineon has agreed to extend its
committed wafer manufacturing capacity for EMS products through 2010.  Infineon
has also agreed to fund product development projects with the Company's EMS
subsidiary, provide earlier access to new Infineon process and design
technologies and cross license memory related intellectual property.

                                    Page-20
<PAGE>
Item 2.   PROPERTIES

The Company owns a 69,000-square foot building in Colorado Springs, Colorado,
which serves as its principal executive offices and as a research and
development facility.  The facility has a small Class 10 semiconductor clean
room that currently is used in ferroelectric research and development
activities related to advanced FRAM manufacturing process and materials
development.  The Company believes that its existing facilities are adequate
for its needs in the foreseeable future.

Item 3.   LEGAL PROCEEDING

PATENT INTERFERENCE PROCEEDING.  A patent interference proceeding, which was
declared in 1991 in the United States Patent and Trademark Office (the "Patent
Office") between the Company, National Semiconductor Corporation ("National")
and the Department of the Navy in regard to one of the Company's issued United
States patents, is continuing.  The patent involved covers a basic
ferroelectric memory cell design invention the Company believes is of
fundamental importance to its FRAM business 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 proceeding is
therefore conducted to determine which party is entitled to the patent rights
covering the invention.  In the present interference contest, the Company is
the "senior" party, which means that it is in possession of the issued
United States Patent and retains all rights associated with such patent.  The
other two parties involved in the interference are the "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.  Only the Company and National filed briefs in this matter.  Oral
arguments were presented before the Patent Office on March 1, 1996.

The Patent Office decided the interference on May 6, 1997, holding that all of
the claims were patentable to National, one of the "junior" parties.  The
other "junior" party, the Department of the Navy, was not granted any patent
claims pursuant to the interference proceedings.  On June 20, 1997, the
Company filed a Request for Reconsideration with the Patent Office concerning
the interference decision.  Pursuant to the Request for Reconsideration, the
Company requested that five separate issues be reconsidered because, from the
Company's perspective, they were either ignored or misconstrued in the
original decision.  A decision on the Request for Reconsideration was issued on
November 19, 1998, again holding that all of the claims were patentable to
National.  On January 9, 1999, the Company appealed the decision of the Patent
Office on one of the interference counts directly to the Court of Appeals for
the Federal Circuit.  On February 2, 2000, the Court of Appeals vacated and
remanded the decision of the Patent Office for further proceedings.  The
Company also filed complaints in Federal District Court seeking a review of the

                                    Page-21
<PAGE>
decision of the Patent Office on the remaining interference counts.  The
Company remains in possession of the issued United States Patent and retains
all rights associated with such patent while it pursues its appeal options.
The "junior" party has received no rights associated with this patent decision
and will not receive any such rights as long as the appeal process continues.
Under a Patent Office decision on August 13, 2001, the Company was found to be
the first to invent, however, the Patent Office concluded that the enablement
and best-mode requirements for patent issuance had not been met by the Company.
In October 2001, both the Company and National filed a Request for
Reconsideration with the Patent Office.  The Patent Office response is still
pending.  If the Company's Request for Reconsideration is denied, the Company
will appeal the decision of the Patent Office.

If the Company's patent rights that are the subject of the interference
proceeding are ultimately lost or significantly compromised, the Company would
be precluded from producing FRAM products in the United States using the
Company's existing design architecture, absent being able to obtain a suitable
license to exploit such rights.  If such patent rights are ultimately awarded
to National, and if a license to such rights is not subsequently entered into
by the Company with National, National could use the patent to prevent the
manufacture, use or sale by the Company, and/or its licensees, within the
United States of any products that come within the scope of such patent rights,
which would include all FRAM products as currently designed, and which would
materially adversely affect the Company.  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 interference
proceeding, as well as to the resulting effects upon the Company's financial
position or results of operations.

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

No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2001.

EXECUTIVE OFFICERS OF THE REGISTRANT

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

Name                   Age   Position(s)
----                   ---   -----------

L. David Sikes         60    Chairman of the Board
William W. Staunton    54    Director, Chief Executive Officer
Greg B. Jones          54    Director, President-Technology Group
LuAnn D. Hanson        42    Chief Financial Officer, Vice President of
                             Finance and Corporate Secretary
Craig W. Rhodine       38    Chief Operating Officer

                                    Page-22
<PAGE>
Mr. Sikes has served as the Company's Chairman of the Board since April 1995
and has been a director of the Company since September 1992.  From April 1995
until he resigned in December 2000, Mr. Sikes also served as Chief Executive
Officer.  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 its
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., 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. Staunton joined the Company as a Director and the Company's Chief Executive
Officer in December 2000.  Prior to joining the Company, Mr. Staunton served as
Chief Operating Officer of Maxwell Technologies, a company which designs and
manufactures multi-chip modules and board products for commercial satellite
applications, from March 1999 until December 2000.  Mr. Staunton was Executive
Vice President of Valor Electronics Inc. from April 1996 until April 1999.
Valor Electronics designs and manufactures magnetic filter products for use in
local area networks and communications products. His experience also includes
serving as Vice President at Applied Micro Circuits Group from December 1987
until March 1996.  Mr. Staunton holds a Bachelors of Science degree in
Electrical Engineering from Utah State University.

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

Ms. Hanson joined the Company in September 1993 as Assistant Controller.  In
April 1995 she was named Controller and served in that capacity until January
1999 when she was named Vice President of Finance and Corporate Controller.  In
February 2000, Ms. Hanson was named Chief Financial Officer and Vice President
of Finance.  Ms. Hanson is a certified public accountant and has over 20 years
of professional finance experience including 16 years of semiconductor

                                    Page-23
<PAGE>
industry experience.  Before joining the Company, Ms. Hanson held various
positions at Carniero, Chumney & Co., certified public accountants, and various
positions in accounting with United Technologies Microelectronics Center.
Ms. Hanson attended the University of Northern Iowa earning a Bachelor of Arts
degree in Accounting and a Master of Business Administration degree in Finance
and Accounting from Regis University.

Mr. Rhodine joined the Company in August 1992 as Project Engineer and in
February 1994 he was named Engineering Manager.  In August 1995, Mr. Rhodine
was named General Manager of Enhanced Memory Systems, Inc. ("EMS"), a
subsidiary of Ramtron, and in March 1997, Mr. Rhodine became Vice President and
General Manager of EMS.  Mr. Rhodine currently serves as the Company's Chief
Operating Officer.  Mr. Rhodine has over 16 years of experience in the
semiconductor industry in engineering, development, and operations.  Prior to
joining the Company, Mr. Rhodine was a Member of the Group Technical Staff at
Texas Instruments where he was involved with memory product development.
Mr. Rhodine received his Bachelor of Science degree in Electrical Engineering
from the University of Wyoming.

PART II

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

The Company's common stock trades on the National Market tier of The
Nasdaq Stock Market under the symbol "RMTR."  The following table sets forth
the 2001 and 2000 ranges of the high and low closing sales prices for the
common stock as reported on The Nasdaq Stock Market.

                                                      High         Low
                                                     ------       ------
2001
----
First Quarter  . . . . . . . . . . . . . . . . . .  $ 8.88       $ 3.63
Second Quarter . . . . . . . . . . . . . . . . . .  $ 5.25       $ 2.42
Third Quarter  . . . . . . . . . . . . . . . . . .  $ 3.18       $ 1.48
Fourth Quarter . . . . . . . . . . . . . . . . . .  $ 5.07       $ 1.36

2000
----
First Quarter  . . . . . . . . . . . . . . . . . .  $29.44       $ 6.75
Second Quarter . . . . . . . . . . . . . . . . . .   20.00         7.38
Third Quarter  . . . . . . . . . . . . . . . . . .   22.38        10.25
Fourth Quarter . . . . . . . . . . . . . . . . . .   10.69         4.28

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 26, 2002, the
last reported sale of the Company's common stock was $3.34 per share.  As of
March 26, 2002, there were approximately 2,204 record holders of the Company's
common stock.

                                    Page-24
<PAGE>
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 consolidated 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,
                                 2001      2000      1999      1998      1997
                               --------  --------  --------  --------  --------
                                   (in thousands, except per share data)

Revenues                       $22,856   $26,079   $24,871   $18,554   $20,495
Gross margin, product sales      2,835(1)  6,263     3,992(2)  7,158(3)  3,863
Operating loss                 (20,970)  (12,925)   (5,825)  (12,985)   (9,128)
Net loss applicable to
  common shares                (33,151)  (14,497)   (2,035)  (19,141)   (8,857)
Net loss per share - basic
  and diluted                    (1.57)    (0.88)    (0.16)    (2.23)    (1.19)

Working capital                  4,112(4)  6,943     7,285     5,246     4,819
Total assets                    35,819    38,362    29,380    33,347    31,054
Total long-term debt                --     6,314     5,766        --        --
Redeemable preferred stock       1,078       920       914        --        --
Stockholders' equity            19,039    21,501    13,323    17,062    17,536
Cash dividends per
  common share(5)                   --        --        --        --        --

-----------------
(1)  Includes provision for inventory write-off of $912,000.

(2)  Includes provision for inventory write-off of $1.2 million.

(3)  Excludes loss on manufacturing contract of $1.2 million.

(4)  Includes deferred licensing and development revenue liabilities of $5.7
     million, related to licensing and development agreements for
     which the Company has received up front non-refundable payments for access
     to the Company's technology.

(5)  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.

                                    Page-25
<PAGE>
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 Enhanced-DRAM and FRAM products; (ii) broader customer acceptance
of its EDRAM, ESDRAM and ESRAM products and FRAM products; (iii) the
Company's ability to manufacture its products on a cost-effective and timely
basis at its alliance foundry partners; (iv) the Company's ability to perform
under existing alliance and joint development agreements and to develop new
alliance and foundry relationships; (v) our ability to introduce timely new
technologies and products and market acceptance of such technologies and
products; (vi) the success of our on-going cost-reduction efforts; (vii)the
timing and availability of manufacturing resources provided by our
manufacturing and alliance partners for the production of our products;
(viii) the alliance partners' willingness to continue development activities as
they relate to their license agreements with the Company; (ix) the availability
and related cost of future financing; (x) the retention of key personnel; (xi)
the outcome of the Company's patent interference litigation proceedings; (xii)
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; and (xiii) global economic and
political conditions related to on-going military actions against terrorism.
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 Enhanced-DRAM products. Revenue has been
derived from the sale of the Company's FRAM and Enhanced-DRAM products
beginning in 1992.  The Company has also 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. Accordingly, fluctuations in the
Company's revenues have resulted primarily from the timing of significant
product orders, the timing of the signing of license and development
agreements, and the achievement of related performance milestones.

                                    Page-26
<PAGE>
For 2001, 2000 and 1999, FRAM product sales represented approximately 26%,
22% and 27% of total product sales revenue, respectively, EMS product sales
accounted for 7%, 42% and 73%, respectively, while Mushkin product sales
represented 67%, 36% and 0% for the same periods.  During these periods,
product sales revenue accounted for approximately 75%, 70% and 53%,
respectively, of total revenues, the remainder of which were generated
principally from license and development fees, royalties and customer-sponsored
research and development revenue.  As a result of the Company's limited
revenues as compared to its substantial ongoing product research and
development costs and high manufacturing costs for certain of its products, the
Company has incurred losses on a consolidated basis in each fiscal year since
its inception and has required substantial capital infusions in the form of
debt and equity financing.

The Company has entered into development and/or licensing arrangements with
several major semiconductor manufacturers, namely Hitachi, Rohm, Toshiba,
Fujitsu, Cypress Semiconductor, Hewlett Packard, Infineon and Texas Instruments
to advance the development of both its FRAM products and Enhanced-DRAM products
and to provide the Company with access to advanced semiconductor manufacturing
processes and capacity for such products.  The Company has also entered into
license agreements with Samsung and NEC, although such arrangements do not
include any development activities between the Company and the licensee or the
availability of manufacturing capacity to the Company.  In addition to these
licensing and/or development arrangements, in December 1997, the Company
entered into a FRAM development agreement with Asahi which does not currently
include a license to the Company's FRAM technology.  In March 1999, the Company
entered into a two year joint development agreement with Fujitsu to pursue the
development of advanced FRAM manufacturing processes.  This agreement provided
the Company with research and development funding and wafer fabrication
processing equipment supplied by Fujitsu and was successfully completed during
the fourth quarter of 2000.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2001 AS COMPARED TO 2000

REVENUES.  Total revenues for 2001 decreased $3.2 million, or 12% from 2000.

Revenue from product sales decreased $1.0 million, or 6%, for 2001, as
compared to 2000.  FRAM product revenues for 2001 increased $553,000 to
$4.5 million, an increase of 14%, as compared to 2000.  This increase is
attributable in part to a wider product portfolio.  During 2001, the Company
introduced seven new FRAM products.  At the end of 2001, the FRAM product
portfolio contained seventeen products in multiple package configurations
serving both 3-volt and 5-volt product applications and density ranges of
4-kilobit to 256-kilobit.

Product revenues from the Company's EMS subsidiary decreased $6.4 million for
2001, to $1.2 million, a decrease of 85% as compared to 2000.  The decrease
in EMS product sales is primarily attributable to a substantial decline in
4-megabit product sales as this product line approaches end-of-life.  The
Company is no longer manufacturing its 4-megabit product and expects to sell
its remaining inventories during 2002.

                                    Page-27
<PAGE>
During 2001, the Company's Mushkin subsidiary, which was acquired in June 2000,
generated $11.5 million in product revenue.  Mushkin's product revenue during
the six months of Ramtron ownership in 2000 was $6.7 million.  During 2001,
Mushkin experienced a significant increase in unit sales at the same time it
was experiencing severe declines in average selling prices consistent with
world-wide trends in DRAM memory markets.

The Company recognized $2.7 million in license and development fee revenue
during 2001 as compared to $2.0 million in 2000.  License and development fee
revenue in 2001 resulted from license and development partner agreements the
Company entered into with Texas Instruments and NEC during 2001.  License and
development partner revenue in 2000 resulted from the achievement of
contractual milestones in existing licensee and development partner agreements.
The Company expects to recognize license and development fee revenues from
these agreements in future periods as deferred revenue related to these
agreements is amortized over the service period of the respective agreements.
The service periods range from 18 months to 10 years.

During 2001, the Company recognized royalty revenue related to FRAM license and
development partner agreements of $295,000 compared with $188,000 recorded in
2000.  The Company recognizes royalty revenues when our technology licensees
sell products which include our technology to their customers.  The timing and
amounts of future royalties are uncertain and there is no guarantee that our
licensees will be successful in selling products that incorporate our
technology on which royalties will be payable.

Customer-sponsored research and development revenue for 2001 decreased by
$3.0 million to $2.6 million, a decrease of 53% as compared to 2000.  During
2000, the Company was engaged with Fujitsu for the purpose of developing a
0.35 micron advanced FRAM manufacturing process, which generated revenue of
$4.0 million.  The Fujitsu program was successfully completed in the fourth
quarter of 2000.  In addition, the Company recognized customer-sponsored
research and development revenues in 2001 and 2000 from product development
agreements with Cypress Semiconductor Corporation and Hewlett Packard for the
development of next generation Enhanced-DRAM products.  The Company expects to
recognize customer funded research and development fee revenues from these
agreements in future periods when services are performed and milestones are
achieved.  The Company expects to complete the Cypress and Hewlett Packard
programs during 2002.  We expect to engage in other customer funded research
and development programs in the future, however, the timing and contract
revenues from such programs is uncertain and our ability to secure such
programs cannot be assured.

                                    Page-28
<PAGE>
During 2001, quarterly revenues were $3.5 million, $3.4 million, $7.5 million
and $8.5 million for the first, second, third and fourth quarters,
respectively.  Significant increases in revenues during the third and fourth
quarters as compared to the first and second quarters are the result of
increased product sales from our FRAM and Mushkin business units and increased
license and development fee revenues related to engaging with Texas Instruments
on a technology license and development agreement during the third quarter.
Our FRAM business unit product revenues increased as a result of a wider
product portfolio and the initial shipments into the Ampy metering program.
Product sales at our Mushkin business unit increased during the second half of
2001 as a result of adding sales personnel to facilitate direct customer sales,
expanding our sales channels beyond internet sales.

COST OF SALES.  Overall cost of product sales as a percentage of product
revenues during 2001 increased from 66% to approximately 84% as compared with
2000.  Cost of sales associated with the Company's FRAM products increased to
91% in 2001 compared to 74% in 2000. This increase is primarily attributable to
high production costs for initial deliveries of product into the Ampy metering
program, a major customer program to replace 27 million utility meters in Italy
over the next 3 years.  The pre-production phase of this program is complete
with the production ramp beginning in the first quarter of 2002.  A design
revision to reduce costs is complete and production wafers are currently being
manufactured.  The Company expects to consume the remaining high cost units and
begin delivery of the lower cost parts during the first quarter of 2002.
During 2001 the Company also recorded expenses of $450,000 for excess and
obsolete inventories which are included in cost of product sales.  Excluding
this charge, FRAM cost of product sales as a percentage of revenue was 81%  EMS
cost of product sales as a percentage of product revenues increased to 89% from
49% in 2000 as a result of inventory write-downs of excess and obsolete
inventories totaling approximately $462,000.  Excluding this charge EMS cost of
product sales as a percentage of product revenues was 49%.  Mushkin cost of
product sales as a percentage of product revenue increased from 77% to 80% when
compared to 2000.  The increase in Mushkin's cost of product sales as a
percentage of product revenues is principally due to decreases in the average
selling prices per megabit of memory, due to extreme pricing pressure in world-
wide commodity DRAM markets during 2001.

During 2001, the Company experienced increases in the costs of sales as a
percentage of product revenues for its FRAM, EMS and Mushkin business
units.  Quarterly increases in FRAM cost of sales as a percentage of product
revenues is primarily attributable to high production costs for initial
deliveries of product into the Ampy metering program.  The Company expects to
lower its cost of sales into the Ampy program during 2002 when product from a
design revision to reduce costs begins to be shipped.  During the fourth
quarter EMS cost of sales increased substantially as a percentage of product
revenues due to a one-time charge for excess and obsolete inventories.  Our
Mushkin business unit also experienced increased cost of sales as a percentage
of product revenues during 2001, primarily because of decreases in the average
selling prices per megabit of memory, due to extreme pricing pressure in world-
wide commodity DRAM markets during 2001.

                                    Page-29
<PAGE>
PROVISION FOR INVENTORY WRITE-DOWN.  During 2001, the Company increased its
provision for excess and obsolete inventory by $912,000.  The Company
determined it had excess inventories of certain FRAM and EDRAM product built
for selected market segments.  No such charge occurred in 2000.  On a periodic
basis the Company writes down its inventory for estimated obsolescence or lack
of marketability for the difference between cost of inventory and the estimated
market value based upon assumptions about future demand.

RESEARCH AND DEVELOPMENT.  During 2001 research and development costs
(including customer-sponsored research and development) increased $3.2 million
to $16.6 million as compared to $13.4 million in 2000.  During 2001 and 2000
the Company incurred research and development expenses related to new product
development programs in both the Company's FRAM and Enhanced-DRAM business
units.  Throughout 2000 the Company was engaged in a 0.35 micron advanced FRAM
manufacturing process development program with Fujitsu.  This development
program provided the Company with research and development funding and wafer
fabrication processing equipment supplied by Fujitsu and was successfully
completed in the fourth quarter of 2000.  Funding to Ramtron in 2000 from this
agreement totaled $4.0 million.  The Company anticipates that overall research
and development costs will decrease during 2002 as the development programs
with Cypress Semiconductor and Hewlett Packard near completion and increasing
FRAM product sales require the FRAM engineering resources to devote increased
time to production activities.

SALES, GENERAL AND ADMINISTRATIVE.  Sales, general and administrative
("SG&A") expenses (including stock-based compensation) for 2001 decreased
$801,000 to $12.8 million, a decrease of 6% as compared to 2000.  This decrease
is primarily attributable to a reduction of stock-based compensation (see
"Stock-Based Compensation" below) of $2.0 million.  This decrease is offset by
incremental general and administrative costs and goodwill amortization related
to the Company's Mushkin subsidiary, which was acquired in June 2000.  Mushkin
selling, general and administrative expenses for 2001 were $3.5 million,
including $1.3 million related to goodwill amortization.  During 2000 Mushkin's
selling, general and administrative expenses were $1.4 million, including
$700,000 related to goodwill amortization.  Increases in SG&A expenses related
to our Mushkin subsidiary are offset by reductions in consulting fees, foreign
withholding tax payments on licensing revenues and sales commissions to outside
sales representatives as EMS product revenues declined year over year.

The Company believes SG&A expenses for 2002 will decrease slightly as compared
to 2001, primarily due to decreased goodwill amortization expenses,
partially offset by increased sales and marketing expenses.  The Company
expects increases in sales representative commissions as product sales increase
and increased marketing expenses related to the promotion of its products.

                                    Page-30
<PAGE>
STOCK-BASED COMPENSATION.  During 2001, the Company recognized $202,000 of
non-cash expenses for stock-based compensation as compared to $2.2 million in
2000.  In September 1999, certain officers of the Company were granted options
to purchase common stock of the Company at $2.25 per share (the closing price
on the date of grant), subject to stockholder approval to amend the Company's
1995 Stock Option Plan. These options vested 50% on March 31, 2000 and 50% on
March 31, 2001.  The Company's shareholders approved the amendment to the 1995
Plan on December 22, 1999.  On that date, the intrinsic value of the options
of $2,578,000 was recorded as deferred compensation.  During the first quarter
of 2001 the Company recognized the remaining compensation expense of $202,000.
The Company does not expect to incur stock based compensation expenses during
2002.  All stock based compensation charges are allocable to sales, general and
administrative expenses.

INTEREST EXPENSE.  Related party interest expense in 2001 increased $21,000,
totaling $1.2 million, primarily related to non-cash amortization of a note
payable discount for the valuation of stock warrants issued in connection with
the amendment of the Company's credit facility with the National Electrical
Benefit Fund.

MINORITY INTEREST IN SUBSIDIARY.  Minority interest in losses of the Company's
EMS subsidiary of approximately $267,000 was recognized in 2001 as compared to
$706,000 in 2000.  The minority interest reflects Infineon's share of EMS
losses for 2001 and 2000.  Minority interest in net losses of EMS were not
recorded after March 31, 2001, due to the minority interest balance being
reduced to zero on that date.

LOSS ON DISPOSITION OF MARKETABLE EQUITY SECURITIES.  During 2001, the Company
sold 443,488 shares of Infineon common stock the Company held, consisting of
all of the shares obtained through the share purchase agreement with Infineon
dated December 14, 2000.  The Company received proceeds of $8.6 million from
these sales.  During 2001, the Company recorded a loss of $11.4 million on the
disposition and impairment of these securities.  Loss on sales and impairments
were $11.9 million in the third quarter and a gain on sales of $563,000 in the
fourth quarter.

CUMULATIVE EFFECT OF ACCOUNTING CHANGE.  In December 1999, the Securities and
Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue
Recognition" ("SAB No. 101"), which provides guidance on the recognition,
presentation and disclosure of revenue in financial statements.  As a result,
effective January 1, 2000, the Company changed its method of recognizing
revenue on certain payments resulting from technology licensing activities.  In
prior years the Company recognized non-refundable technology license agreement
payments when billed in accordance with contractual arrangements.  In
accordance with SAB No. 101's guidance, the Company now recognizes revenues
related to technology licensing agreements over the licensing and/or royalty
bearing period.  The effect of this change in revenue recognition was
to increase income before the cumulative effect of the accounting change by
approximately $135,000 or $0.01 per share in 2001 and $150,000 or $0.01 per
share in 2000.  The cumulative effect of retroactively applying this change in
accounting principle to periods prior to 2000 resulted in a one-time non-cash
charge of $1.5 million and is included in net loss for the year ended
December 31, 2000.

                                    Page-31
<PAGE>
NET LOSS APPLICABLE TO COMMON SHARES.  During 2001, combined preferred stock
dividends, and accretion of redeemable preferred stock increased by $40,000 to
$163,000.  This increase is attributable to a 2% increase in the dividend rate
as a result of the Company's election to pay required dividends in the
Company's preferred stock instead of cash.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 AS COMPARED TO 1999

REVENUES.  Total revenues for 2000 increased $1.2 million, or 5%, from 1999.

Revenue from product sales increased $5.1 million, or 39%, for 2000, as
compared to 1999.  EMS product revenues for 2000 decreased $2.0 million to $7.6
million, a decrease of 21% as compared to 1999.  The decrease in EMS product
sales is primarily attributable to a decline in the EMS 4-megabit product
sales, due to decreasing demand from a small number of customers.  Product
sales revenue of the Company's Mushkin subsidiary, which was acquired in June
2000, was $6.7 million.

FRAM product revenues for 2000 increased $480,000 to $4.0 million, an increase
of 14%, as compared to 1999.  This increase is attributable in part to
increased availability of FRAM products from the Company's foundry partners,
a wider product portfolio due to bringing new products to market and the
selective reduction of average selling prices for high volume EEPROM
replacement programs to take advantage of shortages in the EEPROM market.
During 2000, the Company introduced six new FRAM products.  At the end of 2000,
the FRAM product portfolio contained ten products in multiple package
configurations with a density range of 4-kilobit to 256-kilobit.

The Company recognized $2.0 million in license and development fee revenue
during 2000 as compared to $5.2 million in 1999.  License and development fee
revenue in 2000 and 1999 resulted from the achievement of contractual
milestones in existing licensee and development partner agreements.

During 1999, the Company recognized royalty revenues of $1.5 million compared
with $188,000 of royalty revenue recorded in 2000.  The $1.5 million
nonrefundable payment was received under a FRAM licensing agreement with an
existing licensee.  The payment was consideration for a direct licensing right
to use Ramtron intellectual property in the design, manufacture and sale of
RF/ID products.  During 2000, the Company recorded a $1.5 million cumulative
effect of an accounting change regarding such revenues as required by newly
issued Staff Accounting Bulletin No. 101.  Had the Company accounted for such
license fees in 1999 consistent with the method adopted in 2000, no royalty
revenue would have been recognized in 1999.

                                    Page-32
<PAGE>
Customer-sponsored research and development revenue for 2000 increased by
$607,000 to $5.6 million, an increase of 12% as compared to 1999.  During 2000
and 1999, the Company was engaged with Fujitsu for the purpose of developing a
0.35 micron advanced FRAM manufacturing process.  Customer-sponsored research
and development revenue of $4.0 million each year is attributable to the 0.35
micron Fujitsu process development program.  The Fujitsu program was
successfully completed in the fourth quarter of 2000.  In addition, the Company
recognized customer-sponsored research and development revenues in 2000 from
product development agreements with Cypress Semiconductor Corporation and
Hewlett Packard for the development of next generation Enhanced-DRAM products.

During 2000, quarterly revenues were $5.6 million, $6.2 million, $8.1 million
and $6.2 million for the first, second, third and fourth quarters,
respectively.  Significant increases in revenues during the second, third and
fourth quarters as compared to the first quarter are primarily the result of
the acquisition of our Mushkin business unit in June 2000.

COST OF SALES.  Overall cost of product sales as a percentage of product
revenues during 2000 decreased from 70% to approximately 66% as compared with
1999.  In 2000, cost of sales associated with the Company's FRAM products
decreased to 75% from 104% in 1999.  This decrease is primarily attributable to
charges against FRAM inventories in 1999 of $1.1 million for excess inventories
and inventories of inferior performance attributes.  Excluding the charges in
1999, FRAM cost of sales during 2000 remained relatively flat at 75% as
compared to 1999.  EMS cost of product sales as a percentage of product
revenues for 2000 decreased from 57% to 51% when compared to 1999.  Cost of
product sales in the Company's Mushkin subsidiary which was acquired in June
2000 was 77%.

During 2000, the Company experienced increases in the costs of sales as a
percentage of product revenues for its FRAM business unit.  FRAM cost of sales
as a percentage of product revenues were 58%, 71%, 78% and 87% for the first,
second, third and fourth quarters, respectively.  The quarterly increase in
FRAM cost of sales as a percentage of product revenues is primarily
attributable to a reduction of average unit selling prices for selected high
volume opportunities to take advantage of shortages in the EEPROM market.

PROVISION FOR INVENTORY WRITE-DOWN.  During 1999, the Company increased its
provision for excess and obsolete inventory by $1.2 million.  The Company
determined it had excess inventories of a specialty FRAM product built for a
selected market segment.  Additionally, the Company determined that certain
FRAM products manufactured in the Colorado Springs fabrication facility, prior
to receiving product from its foundry partners, should be scrapped due to
inferior performance attributes as compared to the same product manufactured by
the Company's foundry partners.  No such charge occurred in 2000.

                                    Page-33
<PAGE>
RESEARCH AND DEVELOPMENT.  During 2000, research and development costs
(including customer-sponsored research and development) increased $1.3 million
to $13.4 million as compared to $12.1 million in 1999.  During 2000 and 1999,
the Company incurred research and development expenses related to new product
development programs in both the Company's FRAM and Enhanced-DRAM business
units.  Throughout 2000 and 1999 the Company was engaged in a 0.35 micron
advanced FRAM manufacturing process development program with Fujitsu.  This
development program provided the Company with research and development funding
and wafer fabrication processing equipment supplied by Fujitsu and was
successfully completed in the fourth quarter of 2000.  Funding to Ramtron in
2000 and 1999 from this agreement totaled $4.0 million each year.

SALES, GENERAL AND ADMINISTRATIVE.  Sales, general and administrative expenses
(including stock-based compensation) for 2000 increased $4.1 million to $13.6
million, an increase of 43% as compared to 1999.  This increase is primarily
attributable to an increase in stock-based compensation (see "Stock-Based
Compensation" below).  In addition, the Company recorded non-recurring charges
related to financing activities and incremental general and administrative
costs and goodwill amortization related to the Company's Mushkin subsidiary,
which was acquired in June 2000.  Mushkin selling, general and administrative
expenses for 2000 were $1.4 million, including $700,000 related to goodwill
amortization.

STOCK-BASED COMPENSATION.  During 2000, the Company recognized $2.2 million of
non-cash expenses for stock-based compensation as compared to $155,000 in 1999.
In September 1999, certain officers of the Company were granted options to
purchase common stock of the Company at $2.25 per share (the closing price on
the date of grant), subject to stockholder approval to amend the Company's 1995
Stock Option Plan. These options vested 50% on March 31, 2000 and 50% on
March 31, 2001.  The Company's shareholders approved the amendment to the 1995
Plan on December 22, 1999.  On that date, the aggregrate intrinsic value of the
options of $2,578,000 was recorded as deferred compensation.  All stock based
compensation charges are allocable to sales, general and administrative
expenses.

INTEREST EXPENSE.  Related party interest expense in 2000 increased $247,000,
totaling $1.2 million, and is primarily related to non-cash amortization of a
note payable discount for the valuation of stock warrants issued in connection
with the amendment of the Company's credit facility with the National
Electrical Benefit Fund.

MINORITY INTEREST IN SUBSIDIARY.  Minority interest in losses of the Company's
EMS subsidiary of approximately $700,000 was recognized in 2000.  This increase
is the result of the sale of 20% of EMS, previously a wholly owned subsidiary
of the Company, to Infineon in January 2000.  The Company received a license
valued at approximately $2.0 million for the 20% interest in EMS and a call on
wafer manufacturing capacity at Infineon.

CUMULATIVE EFFECT OF ACCOUNTING CHANGE.  In December 1999, the Securities and
Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue
Recognition" ("SAB No. 101"), which provides guidance on the recognition,
presentation and disclosure of revenue in financial statements.  As a result,
effective January 1, 2000, the Company changed its method of recognizing
revenue on certain payments resulting from technology licensing activities.  In

                                    Page-34
<PAGE>
prior years the Company recognized non-refundable technology license agreement
payments when billed in accordance with contractual arrangements.  In
accordance with SAB No. 101's guidance, the Company now recognizes revenues
related to technology licensing agreements over the licensing and/or royalty
bearing period.  The effect of this change in revenue recognition for 2000 was
to increase income before the cumulative effect of the accounting change by
approximately $150,000 or $0.01 per share.  The cumulative effect of
retroactively applying this change in accounting principle to periods prior to
2000 resulted in a one-time non-cash charge of $1.5 million and is included in
net loss for the year ended December 31, 2000.  The results of periods prior to
2000 were not restated as a result of this accounting change.  Had this
accounting policy been applied to prior periods, net loss and net loss per
common share for 1999 would have been $7.7 million and $0.28, respectively.

NET LOSS APPLICABLE TO COMMON SHARES.  During 2000, combined preferred stock
dividends, and accretion of redeemable preferred stock declined by $761,000 to
$123,000.  This decrease is due to the preferred stock restructuring in 1999.

EXPECTED FUTURE RESULTS OF OPERATIONS

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 new FRAM products;
(ii) the completion of the development and qualification for manufacturing of
the Company's new Enhanced-DRAM products; (iii) wider customer acceptance of
its FRAM and Enhanced-DRAM products; (iv) market acceptance of new FRAM and
Enhanced-DRAM products which may be developed; (v) the Company's ability to
manufacture its products on a cost-effective and timely basis through alliance
foundry operations and third-party foundry sources; (vi) the availability and
related cost of future financing; (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; (viii) memory market conditions and
competitive forces which may negatively impact average selling prices of the
Company's products; and (iv) global economic and political conditions related
to on-going military actions against terrorism.

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

                                    Page-35
<PAGE>

Product revenue growth in 2002 will be highly dependent upon product sales to
one or more key customers.  In June 2000, the Company entered into a five year
volume purchase agreement with Ampy Automaton Digilog, Ltd. for the primary
purpose of  suppling approximately 27 million units of FRAM product over a 3 to
4 year period for a  utility meter replacement program at ENEL SpA, a leading
supplier of power in Italy. Ramtron will also supply FRAM product to Ampy for
use in other meters it builds.  The agreement includes pricing provisions,
purchase order placement, reschedule and order cancellation provisions.  Ampy
has made no order quantity or schedule guarantees.  During 2001 the Company
supplied approximately 1 million units into the pre-production phase of this
program and expects this program to represent a significant portion the
Company's of 2002 FRAM product revenues as the program moves from the pre-
production phase to full production.  The Company's EMS business unit has been
engaged with Cypress Semiconductor and Hewlett Packard to develop ESRAM
products.  The Company's ESRAM products are expected to be available for sale
in 2002 and will be the primary source of product revenue for EMS.  Hewlett
Packard will use the ESRAM in a new line of server products and is expected to
be the primary customer for the ESRAM products during the second half of 2002.
Any delay in the production ramp of these programs could significantly impact
revenue growth expectations for 2002.

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, Fujitsu, Infineon
and Texas Instruments.  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.

Currently, the Company's FRAM products are being manufactured under a foundry
supply agreement with Fujitsu.  From 1998 through August 2001 certain FRAM
products were manufactured at Rohm.  The Company has not yet negotiated foundry
supply agreements with Hitachi, Toshiba, Infineon or Texas Instruments, but
such companies are contractually bound to enter into such agreements upon
fulfillment of certain conditions, primarily, the achievement of commercial
manufacturing capabilities.  There is no assurance, however, that the
Company's alliance foundry partners will achieve commercial manufacturing
capability in a timeframe sufficient to meet the Company's capacity
requirements, or at all.

                                    Page-36
<PAGE>
Although currently Infineon is the only foundry for the Company's Enhanced-DRAM
products, the Company's goal is to produce Enhanced-DRAMs through strategic
alliances and foundry arrangements with more than one major semiconductor
company and to expand the market for Enhanced-DRAMs by making Enhanced-DRAM
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.

As a result of industry wide oversupply of semiconductor memory products,
significant price decreases within the industry have occurred during the past
several years.  Historically, the semiconductor memory industry has experienced
declining average selling prices, and the Company believes these declines will
continue to affect the Company.  Accordingly, the Company's ability to increase
revenues and margins on its products depends on the Company's ability to
increase unit sales volumes and to introduce new products with higher margins
or further reduce its manufacturing costs to offset the declines in average
selling prices.  Absent these actions, declining average selling prices would
have an adverse effect on the Company's gross profit margins and the overall
financial performance of the Company.  There can be no assurance that the
Company will be able to increase unit sales volumes, introduce new, higher
margin products or reduce its manufacturing costs in the future.

In addition, the Company periodically writes-down its inventory for estimated
obsolescence or lack of marketability.  During 2001, the Company recorded
charges of $912,000 for such losses.  There can be no assurance that the
Company will not record write-downs for obsolescence or lack of marketability
in future periods.  Such write-downs, if material, could have an adverse effect
on the Company's results of operations and financial position.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, because revenues generated from operations and licensing
have been insufficient to fund operations, the Company has depended for
funding principally on its ability to raise equity capital through private
placements of stock and lines of credit with a principal stockholder of the
Company.

In 1995, the Company entered into a loan facility, bearing interest at 12%,
with the National Electrical Benefit Fund (the "Fund"), an investment fund
established for the purpose of providing retirement and related benefits to
employees in the electrical contracting and related industries.  During 1999,
the Company and the Fund agreed to amend the terms of the credit facility
extending the maturity date to March 15, 2002, decreasing the interest rate to
8% and requiring the Company maintain certain financial ratios, as defined in
the loan document.  In July 2001, the note was again amended to extend the
maturity date to July 12, 2002.  The Company's borrowings under the Fund's
credit facility totaled approximately $7.0 million.  On August 22, 2001, the
Company exercised the prepayment provision of the note by notifying the Fund of
the Company's intention to prepay the balance due no later than January 2,
2002.  On November 9, 2001, the Fund elected to accept payment in lieu of a
conversion to the Company's common stock.  All principal and accrued interest
due, totaling approximately $7.1 million, was paid to the Fund on November 15,
2001.

                                    Page-37
<PAGE>
The Company raised funds through the private placement of preferred and common
stock in 1993, 1997, 1998 and 1999.  Also, the Company and Infineon entered
into a share purchase agreement dated December 14, 2000 pursuant to which
Infineon agreed to invest approximately $30 million in the Company, $10 million
in cash and $20 million in Infineon common stock (443,488 shares), in exchange
for 4,430,005 shares of the Company's common stock.  The initial closing
occurred February 2, 2001, providing the Company with $10 million in exchange
for 1,476,668 shares of common stock.  The final closing was completed on
March 30, 2001, providing the Company 443,488 Infineon shares.  All 443,488
Infineon shares were sold by the Company during 2002, generating approximately
$8.6 million in cash.

On March 14, 2002, the Company announced it signed an agreement to complete a
new round of funding for gross proceeds of $8.0 million. The transaction is
expected to close before March 31, 2002.  The Company will issue $8.0 million
of 5 year, 5% fixed rate, convertible debentures to Infineon, Halifax Fund,
managed by The Palladin Group, L.P. and Bramwell Capital Corporation, managed
by Cavallo Capital.  The debentures are convertible into the Company's common
stock at a fixed conversion price of $3.76, which is equal to the five-day
volume weighted average price ("VWAP") of the Company's common stock prior to
the transaction signing.  The Company may force conversion of the debenture
after 18 months, provided the VWAP of the Company's common stock is at least
200% of the conversion price for 20 or more of 30 consecutive trading days.
The debenture is secured by a Deed of Trust on the Company's headquarters
facility in Colorado Springs, Colorado and certain accounts receivable.  In
addition, 701,754, 5-year common stock warrants will be issued to the investors
at an exercise price of $4.28 per share.

Cash and cash equivalents decreased by $4.0 million in 2001 to $3.3 million.
Cash flow used for operations increased from $8.7 million in 2000 to
$15.0 million in 2001.  Cash used to fund operating losses, after non-cash
charges, increased $9.0 million in 2001 as compared to 2000.  Additionally,
working capital requirements decreased approximately $2.6 million as compared
to 2000.

Accounts receivable increased $3.5 million in 2001 from $1.7 million at the end
of 2000 as a result of increased product revenues in the fourth quarter of 2001
as compared to product revenues in 2000 and amounts due from our licensing and
development agreement with Texas Instruments.

Inventories increased by 4% in 2001 from $7.2 million at the end of 2000 to
$7.5 million at the end of 2001.

Accounts payable and accrued liabilities decreased on a year-over-year
basis from $6.5 million at the end of 2000 to $4.9 million at the end of 2001.
This decrease is primarily attributable to decreased FRAM inventory purchases
in the fourth quarter of 2001 as compared to the same period in 2000 and a
reduction in accrued liabilities due to the Fund.

                                    Page-38
<PAGE>
Deferred revenue increased $7.9 million from $2.9 million at the end of 2000 to
$10.8 million at the end of 2001.  This increase is primarily related to new
FRAM licensing and technology development agreements the Company entered into
during 2001 with Texas Instruments and NEC.

Cash generated from investing activities was $7.6 million in 2001, compared to
$500,000 used in investing activities in 2000.  The Company generated
approximately $8.6 million from the sale of 443,488 shares of Infineon common
stock.  Capital expenditures were $433,000 in 2001 compared to $635,000 in
2000.  Expenditures for intellectual property remained relatively flat at
$558,000 in 2001 and $556,000 in 2000.

Cash provided by financing activities was $3.4 million in 2001.  The Company
generated approximately $10.0 million from the sale of common stock to Infineon
pursuant to a share purchase agreement dated December 14, 2000. The Company
used $7.0 million to repay the note payable to the Fund.  In 2000, net cash
provided by financing activities was $5.8 million, which was raised from the
issuance of common stock, primarily from the exercise of common stock warrants.

Equipment and plant expenditures are expected to be minimal during 2002.

The Company has incurred net losses from operations since inception.  The
Company's ability to achieve profitable operations is subject to significant
risks and uncertainties including, but not limited to, success in raising
additional financing to fund operations, achieving forecasted revenues on
supply arrangements and entering into additional license and research and
development arrangements.  There is no guarantee that the Company will be
successful in addressing such risks.

The Company's current business plan contemplates significant revenue growth in
2002 due to the introduction of new products and established supply agreements.
In addition, the Company obtained $8 million in cash in March 2002 from a
private placement of convertible debt (see Note 16).  The Company believes
these factors, along with cash on hand as of December 31, 2001, will be
sufficient to fund its operations at least through December 31, 2002.

In view of the Company's expected future working capital requirements in
connection with the design, manufacturing and sale of its FRAM and Enhanced-
DRAM products, the Company's projected continuing research and development
expenditures, other operating expenditures and the results of pending patent
litigation, the Company may be required to seek additional equity or debt
financing soon after year-end 2002.  There is no assurance, however, that the
Company will be able to obtain such financing on terms acceptable to the
Company, or at all.  Any issuance of common or preferred stock to obtain
additional funding would result in further dilution of existing stockholders'
interests in Ramtron.  The inability to obtain additional financing when needed
would have a material adverse effect on our business, financial condition and
operating results and could adversely affect the Company's ability to continue
business operations.

                                    Page-39
<PAGE>
CONTRACTUAL COMMITMENTS.  For more information on the Company's contractual
obligations on operating leases and contractual commitments, see Notes 5 and
7 of the Notes to Consolidated Financial Statements.  At December 31, 2001, the
Company's commitments under these obligations were as follows (in thousands):

                       Operating        NEBF
                        Leases     Consulting Fee*     Total
                        ------     ---------------     ------

          2002          $1,253             $80         $1,333
          2003             982              80          1,062
          2004             739              80            819
          2005              16              80             96
          2006              15              80             95
                        ------           -----         ------
            Total       $3,005            $400         $3,405
                        ======           =====         ======

* These consulting fees are required to be paid to NEBF as long as NEBF owns at
least 5% of the outstanding shares of the Company

LEGAL MATTERS.  The Company is currently involved in a patent interference
proceeding (see "Patent Interference Proceeding" and Note 14 in the 2001
consolidated financial statements).  If the Company is ultimately unsuccessful
in these proceedings, there would be no retroactive cash payment requirements
from the Company to the junior party as a result of such an adverse decision.
While the Company cannot accurately estimate the financial effects of such a
result, the Company believes that it could, depending on when a final non-
appealable judgment is ultimately rendered, materially adversely affect the
Company's FRAM product business and operating results and, thus, have a
materially adverse effect on the Company's financial condition as a whole.

CRITICAL ACCOUNTING POLICIES.  The Company's discussion and analysis of its
financial condition and results of operations are based upon its consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires the Company to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis,
the Company evaluates its estimates, including those related to bad debts,
inventories, long-lived assets, income taxes, and contingencies and litigation.
The Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.

                                    Page-40
<PAGE>
REVENUE RECOGNITION.  Revenue from product sales to direct customers is
recognized upon shipment as the Company generally does not have any post-
shipment obligations or allow for any acceptance provisions.  The Company
defers recognition of sales to distributors that are given rights of return and
price protection by the Company until the distributors have resold the
products.  The Company records the cash received on these sales prior to the
distributor reselling the product as deferred revenue.

Revenue from licensing programs is recognized over the period the Company is
required to provide services under the terms of the agreement.  Revenues from
research and development activities that are funded by customers are recognized
as the services are performed, generally, as contractual milestones are met.
In situations where the Company licenses its technology and also provides
development assistance, the Company records the total proceeds to be received
as revenue over the period the Company is required to provide services under
the combined arrangement.

Revenue from royalties is recognized upon the shipment of product from the
Company's technology license partners to direct customers.

SIGNIFICANT POLICIES AFFECTED BY JUDGMENTS AND ESTIMATES.  The Company
believes the following critical accounting policies affect its more significant
judgments and estimates used in the preparation of its consolidated financial
statements.

The Company records license and customer sponsored research and development
revenue on arrangements entered into with customers.  The revenue recorded by
the Company in each reporting period is dependent upon estimates regarding the
cost of projects and the achievement of milestones.  Changes in estimates
regarding these matters could result in revisions to the amount of revenue
recognized on these arrangements.

The Company writes down its inventory for estimated obsolescence or lack of
marketability for the difference between the cost of inventory and the
estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.

The Company reviews the carrying values of its long-lived assets, including
goodwill and identifiable intangibles, whenever events or changes in
circumstances indicate that such carrying values may not be recoverable.  Under
current standards, the assets must be carried at historical cost if the
projected cash flows from their use will recover their carrying amounts on an
undiscounted basis and without considering interest.  However, if projected
cash flows are less than their carrying value, even by one dollar, the long-
lived assets must be reduced to their estimated fair value.  Considerable
judgment is required to project such cash flows and, if required, estimate the
fair value of the impaired long-lived asset.  Effective January 1, 2002, the
Company must adopt SFAS No. 142.  SFAS No. 142 provides a more restrictive fair
value test to evaluate goodwill and long-lived asset impairment.  Upon adoption
of SFAS No. 142, the carrying value of goodwill will be evaluated based upon
its current fair values as if the purchase price allocation occurred on
January 1, 2002.  The Company is currently evaluating the impact of adopting
SFAS No. 142.

                                    Page-41
<PAGE>
Item 7a.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact the financial
positions, results of operations or cash flows of the Company due to adverse
changes in financial and commodity market prices and rates.  The Company is
exposed to market risk in the areas of changes in United States interest rates
and changes in foreign currency exchange rates as measured against the United
States dollar.  These exposures are directly related to its normal operating
activities.  All of the Company's sales are denominated in U.S. dollars and the
Company currently has no derivative financial instruments.

The Company manages interest rate risk by investing its excess cash in cash
equivalents bearing variable interest rates, which are tied to various market
indices.  The Company does not believe that near-term changes in interest rates
will result in a material effect on future earnings, fair values or cash flows
of the Company.  The net effect of a 10% change in interest rates on
outstanding cash and cash equivalents at December 31, 2001 would have less than
an $100,000 effect on the earnings or cash flows.

The Company has a wholly owned subsidiary located in Japan.  The operating
costs of this subsidiary are denominated in Japanese Yen, thereby creating
exposures to exchange rate variations.  To date, this subsidiary has had only
limited operations and is expected to continue to have limited operations in
the foreseeable future, and, therefore, the Company does not believe any
changes in exchange rates will have a material effect on future earnings, fair
values or cash flows of the Company.  The Company does not believe that
reasonably possible near-term variations in exchange rates will result in a
material effect on future earnings, fair values or cash flows of the Company,
and therefore, the Company has chosen not to enter into foreign currency
hedging instruments.  There can be no assurance that such an approach will be
successful, especially in the event of a significant and sudden change in
Japanese currency valuation.

Average selling prices of the Company's products have not increased
significantly as a result of inflation during the past several years, primarily
due to intense competition within the semiconductor industry.  The effect of
inflation on the Company's costs of production has been minimized through
improvements in production efficiencies.  The Company anticipates that these
factors will continue to minimize the effects of any foreseeable inflation and
other price pressures within the industry and markets in which the Company
participates.

                                    Page-42
<PAGE>
Item  8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements:                                              Page

Report of Independent Public Accountants                            F-1

Consolidated Balance Sheets as of December 31, 2001 and 2000        F-2

Consolidated Statements of Operations
for the years ended December 31, 2001, 2000 and 1999                F-3

Consolidated Statements of Cash Flows
for the years ended December 31, 2001, 2000 and 1999                F-4

Consolidated Statements of Stockholders' Equity
for the years ended December 31, 2001, 2000 and 1999             F-5 to F-7

Notes to Consolidated Financial Statements                       F-8 to F-31

Financial Statement Schedules:

Schedule II:  Valuation and Qualifying Accounts                    F-32

                                  Page-43
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Ramtron International Corporation:

We have audited the accompanying consolidated balance sheets of Ramtron
International Corporation (a Delaware corporation) and subsidiaries as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, cash flows and stockholders' equity for each of the three years in
the period ended December 31, 2001.  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 auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ramtron International
Corporation and subsidiaries as of December 31, 2001 and 2000, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.

Our audit was 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 part of the basic
financial statements.  This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

As explained in Note 1 to the financial statements, effective January 1, 2000,
the Company changed its method of accounting for recognizing revenue on
technology licensing activities.

/S/ Arthur Andersen LLP
Denver, Colorado,
   March 18, 2002.

                                    Page F-1
<PAGE>
                        RAMTRON INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2001 and 2000
                       (in thousands, except share data)
                                 -------------
                                                           2001        2000
                                                         --------    --------
     ASSETS
Current assets:
   Cash and cash equivalents                              $ 3,259     $ 7,256
   Accounts receivable, less allowances
     of $294 and $261, respectively                         5,224       1,710
   Inventories                                              7,475       7,190
   Other current assets                                       244         147
                                                         ---------   ---------
      Total current assets                                 16,202      16,303
Property, plant and equipment, net                          4,941       5,595
Intangible assets, net                                     14,676      16,464
                                                         ---------   ---------
      Total assets                                        $35,819     $38,362
                                                         =========   =========
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                       $ 3,900     $ 4,556
   Accrued liabilities                                      1,038       1,915
   Deferred revenue                                         7,152       2,889
                                                         ---------   ---------
      Total current liabilities                            12,090       9,360

Deferred revenue                                            3,612          --
Long-term promissory note, the Fund, net of
   unamortized discount of $686 as of
   December 31, 2000                                           --       6,314
                                                         ---------   ---------
      Total liabilities                                    15,702      15,674
                                                         ---------   ---------
Minority interest in subsidiary                                --         267

Redeemable preferred stock, $.01 par value, 10,000,000
   shares authorized: 1,092 and 955 shares issued and
   outstanding, respectively, entitled to $1,000 per
   share plus accrued and unpaid dividends in liquidation   1,078         920
                                                         ---------   ---------
Stockholders' equity:
   Common stock, $.01 par value, 50,000,000 authorized:
     22,081,443 and 17,477,488 shares issued and
     outstanding, respectively                                221         175
   Deferred compensation                                       --        (202)
   Additional paid-in capital                             231,479     201,038
   Accumulated deficit                                   (212,661)   (179,510)
                                                         ---------   ---------
      Total stockholders' equity                           19,039      21,501
                                                         ---------   ---------
      Total liabilities and stockholders' equity          $35,819     $38,362
                                                         =========   =========
See accompanying notes.
                                    Page F-2
<PAGE>
                       RAMTRON INTERNATIONAL CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              For the years ended December 31, 2001, 2000 and 1999
                    (in thousands, except per share amounts)
                                 -------------
                                                 2001       2000       1999
                                               --------   --------   --------
Revenue:
   Product sales                               $ 17,213   $ 18,262   $ 13,148
   License and development fees                   2,704      2,000      5,200
   Royalties                                        295        188      1,501
   Customer-sponsored research and development    2,644      5,629      5,022
                                               --------   --------   --------
                                                 22,856     26,079     24,871
                                               --------   --------   --------
Costs and expenses:
   Cost of product sales                         13,466     11,999      7,978
   Provision for inventory write-off                912         --      1,178
   Research and development                      14,216      8,013      7,170
   Customer-sponsored research and development    2,438      5,397      4,880
   Sales, general and administrative
    (exclusive of non-cash compensation
     expense shown below)                        12,592     11,412      9,335
   Stock-based compensation                         202      2,183        155
                                               --------   --------  ---------
                                                 43,826     39,004     30,696
                                               ---------  ---------  ---------
Operating loss                                  (20,970)   (12,925)    (5,825)
Interest expense, related party                  (1,182)    (1,161)      (914)
Other income, net                                   279        506        541
Minority interest in net loss of subsidiary         267        706         --
Loss on disposition of marketable equity
  securities                                    (11,382)        --         --
                                               ---------  ---------  ---------
Net loss before cumulative effect of
  accounting change                             (32,988)   (12,874)    (6,198)
Cumulative effect of accounting change               --     (1,500)        --
                                               ---------  ---------  ---------
Net loss                                       $(32,988)  $(14,374)   $(6,198)
                                               =========  =========  =========
Loss per common share:
   Net loss                                    $(32,988)  $(14,374)   $(6,198)
   Dividends on redeemable preferred stock         (139)       (99)      (396)
   Accretion of redeemable preferred stock          (24)       (24)      (488)
   Gain on preferred stock settlement                --         --      5,047
                                               ---------  ---------  ---------
Net loss applicable to common shares           $(33,151)  $(14,497)   $(2,035)
                                               =========  =========  =========
Net loss per share - basic and diluted:
  Net loss per share before cumulative effect
     of accounting change                        $(1.57)    $(0.79)    $(0.16)
  Cumulative effect of accounting change             --      (0.09)        --
                                               ---------  ---------  ---------
Net loss per common share                        $(1.57)    $(0.88)    $(0.16)
                                               =========  =========  =========
Weighted average shares outstanding:
  - Basic and diluted                            21,177     16,542     12,815
                                               =========  =========  =========
See accompanying notes.
                                    Page F-3
<PAGE>
                       RAMTRON INTERNATIONAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2001, 2000 and 1999
                                (in thousands)
                                --------------
                                                   2001       2000      1999
                                                 --------  ---------  --------
Cash flows from operating activities:
   Net loss                                     $(32,988)  $(14,374)   $(6,198)
   Adjustments used to reconcile net loss to
   net cash used in operating activities:
     Cumulative effect of accounting change           --      1,500         --
     Depreciation and amortization                 3,433      3,146      2,290
     Amortization of debt discount                   686        548        176
     Warrants and stock options issued for
       services                                      123        182         --
     Stock based compensation                        202      2,183        155
     Provision for inventory write-off               912         --      1,178
     Minority interest in subsidiary                (267)      (706)        --
     Loss on disposition and impairment of
       marketable equity securities               11,382         --         --

   Changes in assets and liabilities:
     Accounts receivable                          (3,514)       465       (977)
     Inventories                                  (1,197)    (2,641)       (48)
     Accounts payable and accrued liabilities     (1,533)     1,998       (573)
     Accrued interest                                 --       (230)       214
     Deferred revenue                              7,875       (777)     1,001
     Other                                          (126)        51         86
                                                 --------  ---------  --------
       Net cash used in operating activities     (15,012)    (8,655)    (2,696)
                                                 --------  ---------  --------
Cash flows from investing activities:
   Cash from acquired subsidiary                      --        665         --
   Purchase of property, plant and equipment        (433)      (635)      (316)
   Expenditures for intellectual property           (558)      (556)    (2,951)
   Proceeds from sale of investment                8,618         --         75
                                                 --------  ---------  --------
       Net cash provided by (used in)
         investing activities                      7,627       (526)    (3,192)
                                                 --------  ---------  --------
Cash flows from financing activities:
   Payments on note payable, related party        (7,000)        --       (550)
   Issuance of common stock, net of expenses      10,388      5,836      5,176
   Preferred stock settlement                         --         --     (3,374)
                                                 --------  ---------  --------
       Net cash provided by financing
         activities                                3,388      5,836      1,252
                                                 --------  ---------  --------
Net decrease in cash and cash equivalents         (3,997)    (3,345)    (4,636)

Cash and cash equivalents, beginning of period     7,256     10,601     15,237
                                                 --------  ---------  --------
Cash and cash equivalents, end of period          $3,259     $7,256    $10,601
                                                 ========  =========  ========
See accompanying notes.
                                    Page F-4
<PAGE>
<TABLE>
<CAPTION>
                                                           RAMTRON INTERNATIONAL CORPORATION
                                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                  For the years ended December 31, 2001, 2000 and 1999
                                                        (in thousands, except par value amounts)
                                                                     --------------
                      Convertible
                    Preferred Stock    Common Stock                                        Accumulated
                   ($.01) Par Value  ($.01) Par Value              Additional                 Other      Comprehensive   Total
                  ------------------ ----------------   Deferred     Paid-in  Accumulated Comprehensive     Income    Stockholders'
                   Shares    Amount    Shares  Amount Compensation   Capital    Deficit    Income(Loss)     (Loss)       Equity
                   ------    ------    ------  ------ ------------ ---------- ----------- ------------- ------------- -------------
<S>                <C>       <C>       <C>     <C>    <C>          <C>        <C>         <C>           <C>           <C>
Balances,
 December 31, 1998     10    $8,966    12,085   $121    $    --     $165,916   $(157,941)    $    --      $     --       $17,062
 Preferred stock
  discount accretion   --       488        --     --         --           --        (488)         --            --            --
 Preferred stock
  dividend             --       360        --     --         --           --        (360)         --            --            --
 Settlement of
  preferred stock      (9)   (8,945)    1,571     16         --        5,555          --          --            --        (3,374)
 Conversion of
  preferred stock
  to redeemable
  preferred stock      (1)     (869)       --     --         --           --          --          --            --          (869)
 Redeemable
  preferred stock
  accretion             --       --        --     --         --          (12)         --           --            --           (12)
 Redeemable
  preferred stock
  dividend             --       --        --     --         --           --         (36)          --            --           (36)
 Sale of common
  stock, net of
  issuance costs       --       --       953      9         --        5,167          --           --            --         5,176
 Stock based
  compensation         --       --        --     --     (2,578)       2,578          --           --            --            --
 Amortization of
  stock based
  compensation         --       --        --     --        155           --          --           --            --           155
 Issuance and
  amendment to
  common stock
  warrants             --       --        --     --         --        1,409          --           --            --         1,409
 Other                 --       --        --     --         --           --          10           --            --            10
 Net loss              --       --        --     --         --           --      (6,198)          --            --        (6,198)
                  -----------------------------------------------------------------------------------------------------------------

                                    Page F-5
<PAGE>
Balances,
 December 31, 1999     --       --    14,609    146     (2,423)     180,613    (165,013)          --            --        13,323
 Redeemable
  preferred stock
  accretion            --       --        --     --         --          (24)         --           --            --           (24)
 Redeemable
  preferred stock
  dividend             --       --        --     --         --           --         (99)          --            --           (99)
 Conversion of
  redeemable
  preferred stock      --       --        25     --         --          117          --           --            --           117
 Exercise of
  options              --       --        80      1         --          186          --           --            --           187
 Exercise of
  warrants             --       --     1,135     11         --        5,638          --           --            --         5,649
 Conversion of
  note payable         --       --       676      7         --        3,371          --           --            --         3,378
 Amortization of
  stock based
  compensation         --       --        --     --      2,221          (38)         --           --            --         2,183
 Issuance of
  common stock
  warrants for
  services provided    --       --        --     --         --          182          --           --            --           182
 Stock issued to
  acquire Mushkin      --       --       952     10         --        9,990          --           --            --        10,000
 Sale of interest
  in EMS               --       --        --     --         --        1,010          --           --            --         1,010
 Other                 --       --        --     --         --           (7)        (24)          --            --           (31)
 Net loss              --       --        --     --         --           --     (14,374)          --            --       (14,374)
                  -----------------------------------------------------------------------------------------------------------------
Balances,
 December 31, 2000     --       --    17,477    175       (202)     201,038    (179,510)          --            --        21,501
 Redeemable
  preferred stock
  accretion            --       --        --     --         --          (24)         --           --            --           (24)
 Redeemable
  preferred stock
  dividend             --       --        --     --         --           --        (139)          --            --          (139)
 Exercise of
  options              --       --       174      2         --          386          --           --            --           388
 Issuance of
  stock options
  for services
  provided             --       --        --     --         --          123          --           --            --           123
 Amortization of
  stock based
  compensation         --       --        --     --        202           --          --           --            --           202

                                    Page F-6
<PAGE>
 Sale of stock
  to Infineon          --       --     4,430     44         --       29,956          --           --            --        30,000
 Other                 --       --        --     --         --           --         (24)          --            --           (24)
 Unrealized loss
  on marketable
  securities           --       --        --     --         --           --          --      (11,382)      (11,382)           --
 Reclassification
  adjustment for
  losses on
  marketable
  securities
  included in
  net loss             --       --        --     --         --           --          --       11,382        11,382            --
 Net loss              --       --        --     --         --           --     (32,988)          --       (32,988)      (32,988)
                                                                                                           --------
 Comprehensive
  loss                 --       --        --     --         --           --          --           --      $(32,988)           --
                                                                                                          =========
                  ---------------------------------------------------------------------------------------               ----------
Balances,
 December 31, 2001     --  $    --    22,081   $221    $    --     $231,479   $(212,661)    $     --                      $19,039
                  =======================================================================================               ==========
See accompanying notes.
</TABLE>
                                    Page F-7
<PAGE>
                        RAMTRON INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       December 31, 2001, 2000 and 1999
                           ------------------------

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 (dynamic random access memory) products, called
Enhanced-DRAM products.  Enhanced-DRAM products are sold through the Company's
Enhanced Memory Systems, Inc. ("EMS") and Mushkin Inc. ("Mushkin")
subsidiaries.

The Company's revenues are derived primarily from the sale of its FRAM and
Enhanced-DRAM products and from license and development arrangements entered
into with a limited number of established semiconductor manufacturers and
involving the development of specific applications of the Company's
technologies.  Product sales (primarily Enhanced-DRAM) 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.

The Company has incurred net losses from operations since its inception.  The
Company's ability to achieve profitable operations is subject to significant
risks and uncertainties including, but not limited to, success in raising
additional financing to fund operations, achieving forecasted revenues on
supply arrangements, and entering into additional license and research and
development arrangements.  There is no guarantee that the Company will be
successful in addressing such risks.

The Company's current business plan contemplates significant revenue growth in
2002 due to the introduction of new products and established supply agreements.
In addition, the Company obtained $8 million in cash in March 2002 from a
private placement of convertible debt (see Note 16).  The Company believes
these factors, along with cash on hand as of December 31, 2001, will be
sufficient to fund its operations at least through December 31, 2002.

USE OF ESTIMATES.  The preparation of financial statements in conformity with
accounting principles generally accepted in the United States 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.

                                    Page F-8
<PAGE>
PRINCIPLES OF CONSOLIDATION.  The accompanying financial statements include
the consolidation of accounts for the Company's 80% owned subsidiary,
Enhanced Memory Systems, Inc. and its wholly owned subsidiaries, Mushkin Inc.,
acquired in June 2000, and Ramtron Kabushiki Kaisha ("Ramtron K.K."), which was
created in July 1996.  The Company formed EMS to operate its Enhanced-DRAM
business.  Mushkin was acquired in June 2000 to expand the Company's Enhanced-
DRAM product 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 Japanese alliance partners.  To date,
Ramtron K.K. has had limited operations.  All material inter-company accounts
and transactions have been eliminated in consolidation.

Minority interest in the net book value and operating results of EMS are
reflected in the accompanying consolidated balance sheets and statements of
operations.  Minority interest in net losses of EMS were not recorded
subsequent to March 31, 2001, due to the minority interest balance being
reduced to zero on that date.

REVENUE RECOGNITION.  Revenue from product sales to direct customers is
recognized upon shipment.  The Company defers recognition of sales to
distributors that are given rights of return and price protection by the
Company until the distributors have resold the products.  Revenue from
licensing and technology development programs which are refundable, or for
which future obligations exist, is recognized over the period the Company is
required to provide services under the terms of the agreement.  Revenue from
royalties is recognized upon the shipment of product from the Company's
technology license partners to direct customers.  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.  The Company writes
down its inventory for estimated obsolescence or lack of marketability for the
difference between the cost of inventory and the estimated market value based
upon assumptions about future demand and market conditions.

PROPERTY, PLANT AND EQUIPMENT.  Property, plant and equipment are stated at
cost 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 statement 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.  The amounts
capitalized for patents include the cost of acquiring and defending the patent.

                                    Page F-9
<PAGE>
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.

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.

Included in cash and cash equivalents as of December 31, 2000 are $5.6 million
of debt securities.  These securities were classified as available-for-
sale and carried at their amortized cost, which approximated fair value.  There
were no debt securities included in cash and cash equivalents at December 31,
2001.

NET LOSS PER SHARE.  Basic earnings per share is computed by dividing reported
earnings applicable to common shares by the weighted average shares
outstanding.  Diluted earnings per share reflects the potential dilution
assuming the issuance of common shares for all dilutive potential common shares
outstanding during the period.  As a result of the Company's net losses, all
potentially dilutive securities including warrants, stock options and
convertible preferred stock, would be anti-dilutive and thus, are excluded from
diluted earnings per share.  Potentially dilutive securities excluded from
diluted earnings per share were 5,771,000, 8,359,000 and 7,581,800 shares in
2001, 2000 and 1999, respectively.

LONG-LIVED ASSETS.  Long-lived assets and certain identifiable intangibles to
be held and used by the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.  Any impaired long-lived assets and identifiable intangibles
are written down to fair value.

FAIR VALUE OF FINANCIAL INSTRUMENTS.  The Company's financial instruments
consist of cash and cash equivalents, short-term trade receivables and
payables.  The carrying values of cash and cash equivalents, and short-term
trade receivables and payables approximate fair value due to their short-term
nature.

                                    Page F-10
<PAGE>
COMPREHENSIVE LOSS.  The Company reports all changes in equity that result from
transactions and other economic events from non-owner sources as comprehensive
loss.

NEW ACCOUNTING STANDARDS.  In June 1998, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No.
133").  SFAS No. 133 establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet as
either an asset or liability measured at its fair value.  It also requires that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met.  There was no impact on the
Company's financial statements as a result of adopting SFAS No. 133 on
January 1, 2001.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition" ("SAB No. 101"), which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements.  As a result, effective January 1, 2000, the Company
changed its method of recognizing revenue on certain payments resulting from
technology licensing activities.  In prior years the Company recognized non-
refundable technology license agreement payments when billed in accordance with
contractual arrangements.  In accordance with SAB No. 101's guidance, the
Company now recognizes revenues related to technology licensing agreements over
the licensing and/or royalty bearing period.  The effect of this change in
revenue recognition was to increase income before cumulative effect of
the accounting change by approximately $135,000 or $0.01 per share in 2001 and
$150,000 or $0.01 per share in 2000.  The cumulative effect of retroactively
applying this change in accounting principle to periods prior to 2000 resulted
in a one-time non-cash charge of $1.5 million and is included in net loss for
the year ended December 31, 2000.  Had this change in accounting been applied
consistently for all periods presented, net loss before change in accounting
principle and net loss per common share for 1999 would have been $7.7 million
and $0.28, respectively.

In June 2001, the FASB issued Statement of Financial Accounting Standards No.
141, "Business Combinations" (SFAS No. 141).  SFAS No. 141 requires that all
business combinations be accounted for using the purchase method of accounting.
The provisions of SFAS No. 141 apply to all business combinations initiated
after June 30, 2001.

In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142). SFAS No. 142
changes the accounting for goodwill and certain intangible assets with
indefinite lives and requires that they no longer be amortized but be tested
for impairment at least annually at the reporting unit level.  The Company will
adopt SFAS No. 142 on January 1, 2002.  Application of the non-amortization
provisions of SFAS No. 142 is expected to result in an annual decrease in
operating expenses of approximately $1.5 million.  During 2002, the Company
will perform the first of the required impairment tests of goodwill as of
January 1, 2002.  The Company has not yet quantified the effects of adopting
SFAS No. 142 on its financial position or results of operations.

                                    Page F-11
<PAGE>
In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations" (SFAS No. 143).
SFAS No. 143 requires entities to record the fair value of a liability for
an asset retirement obligation in the period in which it is incurred.  When
the liability is initially recorded, the entity capitalizes a cost by
increasing the carrying amount of the related long-lived asset.  Over time,
the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset.
Upon settlement of the liability, an entity either settles the obligation
for the recorded amount or incurs a gain or loss upon settlement.  SFAS No.
143 is effective for fiscal years beginning after June 15, 2002.  The
Company will adopt SFAS No. 143 on January 1, 2003, but has not yet
quantified the effects of adopting SFAS No. 143 on its financial position
or results of operations.

In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
(SFAS No. 144).  SFAS No. 144 establishes a single accounting model for long-
lived assets to be disposed of by sale and requires that those long-lived
assets be measured at the lower of carrying amount or fair value less cost to
sell, whether reported in continuing operations or in discontinued operations.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001.
The Company will adopt SFAS No. 144 on January 1, 2002, and does not expect the
adoption of the SFAS No. 144 will have a material impact on the Company's
financial position or results of operations.

2.  INVENTORIES:

Inventories consist of:

                                           December 31,
                                        ------------------
                                         2001        2000
                                        ------      ------
                                          (in thousands)

          Finished goods                $4,501      $4,222
          Work in process                2,974       2,968
                                        ------      ------
                                        $7,475      $7,190
                                        ======      ======

                                    Page F-12
<PAGE>
3.  PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of:

                                               Estimated      December 31,
                                              Useful Lives  -----------------
                                               (In Years)     2001      2000
                                              ------------  -------   -------
                                                              (in thousands)

Land                                              --        $   668   $   668
Buildings and improvements                     18 and 10      8,942     8,942
Equipment                                          5         14,191    13,763
Office furniture and equipment                     5            622       617
                                                            -------   -------
                                                             24,423    23,990
Less accumulated depreciation and amortization              (19,482)  (18,395)
                                                            -------   -------
                                                            $ 4,941   $ 5,595
                                                            =======   =======

Depreciation and amortization expense for property, plant and equipment was
$1,087,000, $1,145,000 and $1,335,000 for 2001, 2000 and 1999, respectively.
Maintenance and repairs expense was $710,000, $851,000 and $757,000 for 2001,
2000 and 1999, respectively.

4.  INTANGIBLE ASSETS:

Intangible assets consist of:

                                                Estimated       December 31,
                                               Useful Lives   ---------------
                                                (In Years)     2001     2000
                                               ------------  -------   ------
                                                              (in thousands)

Technology license                                   6       $ 1,983  $ 1,983
Patents and trademarks                              17         7,788    7,230
License rights                                       5         2,150    2,150
Goodwill                                           7-17       13,862   13,862
                                                             -------   ------
                                                              25,783   25,225
Less accumulated amortization                                (11,107)  (8,761)
                                                             -------   ------
                                                             $14,676  $16,464
                                                             =======   ======

                                    Page F-13
<PAGE>
In January 2000, the Company's then wholly owned subsidiary, EMS, entered into
a non-exclusive, worldwide technology licensing agreement with Infineon
Technologies AG ("Infineon").  In consideration for the grant of the license,
Infineon received 20% of the outstanding common stock of EMS.  Additionally,
the agreement calls for Infineon to provide EMS with up to $200 million per
year of committed wafer manufacturing capacity using Infineon's advanced DRAM
and embedded DRAM process capabilities and access to Infineon's design
technology.  The agreement has a term of six years with optional two-year
renewal periods thereafter.  The technology license was valued at approximately
$1,983,000 and is being amortized over the life of the agreement.  The increase
in the carrying value of the Company's investment in EMS of $1,010,000 as a
result of the shares issued to Infineon has been recorded as an increase to
additional paid-in capital.

Amortization expense for intangible assets was $2,346,000, $2,001,000 and
$955,000 for 2001, 2000 and 1999, respectively.

5.  COMMITMENTS:

LEASE COMMITMENTS.  The Company has commitments under non-cancelable operating
leases expiring through 2006 for various equipment.  Minimum future annual
lease payments under these leases as of December 31, 2001 are as follows:

            2002       $1,253,000
            2003          982,000
            2004          739,000
            2005           16,000
            2006           15,000
                       ----------
                       $3,005,000
                       ==========

Total rent expense on all operating leases was $698,000, $490,000 and $535,000
for 2001, 2000 and 1999, respectively.

EMPLOYMENT AGREEMENTS.  The Company has employment agreements with certain
employees, which provide for certain payments and continuation of
benefits should their employment terminate as defined in the employment
agreements.

MANUFACTURING ALLIANCES.  The Company has entered into third-party
manufacturing agreements for the supply of its FRAM and Enhanced-DRAM products
and intends to enter into additional third-party manufacturing agreements for
the supply of such products in the future.  The Company has relied and will
continue to rely on such manufacturing relationships as the primary source of
manufacturing for its products.  The Company's third-party manufacturing
agreements provide only for a call on the manufacturing capacity of the
vendors. The product will be supplied to the Company at prices negotiated
between the Company and such third-party manufacturers based on current market
conditions.  The Company does not engage in any take-or-pay agreements with
its manufacturing alliances.

                                    Page F-14
<PAGE>
6.  STOCKHOLDERS' EQUITY:

REVERSE STOCK SPLIT.  On July 20, 1999, the Company's stockholders approved a
one-for-five reverse stock split.  Common stock information appearing in the
accompanying financial statements and notes have been retroactively adjusted to
reflect the effects of the reverse split.

PREFERRED STOCK PLACEMENT.  In February 1998, the Company issued and sold in a
private placement 17,425 shares of Series A Convertible Preferred Stock
("Preferred Stock"), resulting in gross proceeds of approximately $17.4
million.  Each share of Preferred Stock was entitled to receive cumulative
dividends at the rate of 6% per annum, payable in shares of Preferred Stock.
Except for certain exceptions, the holders of the Preferred Stock had no voting
rights.  The shares of Preferred Stock, including any accrued dividends
thereon, would have automatically converted into common stock on the fifth
anniversary of the date of the original issuance to the extent any shares of
Preferred Stock remained outstanding at that time.  Until September 1, 1998,
the Preferred Stock was convertible at a Conversion Price of $50.00.
Thereafter, subject to a maximum conversion price, as defined, the Conversion
Price was equal to the lowest trading price of the common stock for the
22-trading days immediately preceding the conversion date, less a discount of
7% (beginning September 1, 1998) and increasing by 1% per month to 15% (on or
after May 1, 1999).

The conversion discount of the Preferred Stock was considered to be an
additional preferred stock dividend.  The discount for the beneficial
conversion feature, computed at issuance to be $3,075,000, was recorded as a
reduction of preferred stock and an increase to additional paid-in-capital.
The discount was recognized ratably as a non-cash deemed dividend over the
applicable fourteen month period.  If shares were converted prior to the full
accretion, no additional discount was taken during the fourteen month period.

On October 21, 1998, the Company suspended conversions of the Preferred Stock
because the Company had issued, from its authorized shares, the maximum number
of common shares available for such conversions (4,494,768 shares).  No further
conversions of the Preferred Stock could be effected until the Company's
shareholders approved an authorization of additional common stock.  At the time
of suspension of the Preferred Stock conversions, approximately $8.9 million
face value of Preferred Stock, plus accrued dividends, remained outstanding.

On July 20, 1999, the Company's common stockholders approved the restructuring
of the terms of the Company's Preferred Stock and on August 6, 1999, the
Company entered into an agreement with the holders of a majority of the
outstanding Preferred Stock to restate the terms of the Preferred Stock.  In
accordance with the restated terms of the Preferred Stock, holders thereof had
until the close of business on August 16, 1999, to elect (i) to continue to own
shares of Preferred Stock, (ii) to exchange shares of Preferred Stock,
including accrued dividends, for cash in the amount per Preferred Stock share
equal to 50% of the liquidation value thereof, or (iii) to exchange the shares

                                    Page F-15
<PAGE>
of Preferred Stock, including accrued dividends, for shares of the Company's
Common Stock at an exchange ratio of $3.75 liquidation value of Series A
Preferred per share of Common Stock.  Effective as of August 16, 1999, of the
8,878 shares of Preferred Stock outstanding on August 6, 1999, 4,204 shares
plus accrued dividends were retired and canceled in exchange for the payment in
the aggregate of $2,290,431 to the former holders thereof; 3,802 shares of
Preferred Stock were exchanged for 1,104,746 shares of Common Stock, with an
estimated fair value of $2,400,000; and 872 shares of Preferred Stock with
restated terms remained outstanding.

The restated terms of the remaining Preferred Stock include (i) a fixed
conversion at $5.00 per share; (ii) a three-year term expiring on July 31,
2002; (iii) an adjusted dividend rate of 11% per annum (subject to possible
future adjustments); and (iv) a mandatory redemption feature at the date of
maturity of $1,000 per share plus accrued dividends.

For the year ended December 31, 1999, the Company recorded $396,000 of
dividends, $488,000 of accreted discount and a gain on the settlement of the
Preferred Stock of $5.0 million.  The $5.0 million gain on the settlement of
the Preferred Stock included a $676,000 gain recorded during April 1999 from an
earlier Preferred Stock settlement, which required a $475,000 payment by the
Company.  The remaining balance of the $5.0 million gain was determined on
August 16, 1999 pursuant to the decisions of holders of the Preferred Stock
regarding their restructuring options as described above.  The gain was
determined on that date by comparing the fair value of the new instrument
(i.e., cash, common stock and/or restated Preferred Stock) with the recorded
value of the exchanged Preferred Stock (including dividends), less restructure
costs of $609,000, with the difference being the recorded gain, which was
recorded as an increase to additional paid-in capital.  Included in these
transactions were the reacquisition of $1.9 million of beneficial conversion
features which were recorded in additional paid-in capital and were created as
a part of the issuance of the Preferred Stock in 1998.

For the years ended December 31, 2001 and 2000, the Company recorded $139,000
and $99,000 of dividends, respectively and $24,000 of discount accretion on
redeemable preferred stock in each year.

COMMON STOCK PLACEMENT AND PRICE ADJUSTMENT.  In December 1997, the Company
issued and sold in a private placement to certain investment funds 160,000
shares of restricted common stock at an issue price of $24.65 per share.  The
common stock purchase price was based on a 15% discount to the average closing
bid price for the Company's common stock as reported on The Nasdaq Stock Market
("NASDAQ")during the 5-trading day period immediately prior to the date of the
issuance resulting in aggregate gross proceeds to the Company of $3,944,000.
The Company also issued to the placement agents warrants to acquire an
aggregate of 16,000 shares of common stock for a purchase price of $24.65 per
share which expire in December 2002.

                                    Page F-16
<PAGE>
The agreement covering the sale of common stock provided, subject to certain
exceptions, that if during the twelve-month period following the closing of the
transaction, the Company sold any shares of common stock for an issue price
lower than the purchase price, the purchase price per share of such common
stock would be adjusted downward to equal such lower issue price.  Any such
adjustment would be effected by issuing additional shares of common stock to
the holders who purchased common stock in the private placement.

The holders were not required to accept, by way of any such adjustment, a
number of common shares which would cause the total number of common shares
held by the holders, which were held by them on the date of the agreement, or
acquired by them pursuant to the agreement, to exceed 4.99% of the total
outstanding common stock of the Company.  The Company would be required to
effect the 4.99% adjustment by cash refund to the extent necessary to avoid the
4.99% limitation being exceeded.  As of December 31, 1998, the additional
shares and cash refund to effect the limitation adjustment was 466,338 shares
and $3,223,712, respectively.  At December 31, 1998, the Company's obligation
to deliver cash to the holders, was recorded as a current liability with a
corresponding charge to earnings.  During 1999, the 466,338 shares were issued.
On July 20, 1999, the Company's shareholders approved a restructuring
plan that created a one year promissory note for the cash refund amount of
$3,223,712 at 8% interest maturing July 31, 2000.  All or part of the principal
and accrued and unpaid interest of the promissory notes were convertible into
common stock at the option of the holder of the note at a conversion ratio of
one share of common stock for each $5.00 of principal and accrued interest
converted.  On February 29, 2000, the promissory note holders elected to
convert outstanding principal and accrued interest totaling approximately
$3,378,000 into 675,547 shares of the Company's common stock.

COMMON STOCK PLACEMENT WITH INFINEON TECHNOLOGIES AG.  The Company and Infineon
Technologies AG entered into a share purchase agreement dated December 14,
2000 pursuant to which Infineon agreed to invest approximately $30 million in
the Company, $10 million in cash and $20 million in Infineon common stock
(443,488 shares), in exchange for 4,430,005 shares of the Company's common
stock.  Upon completion of the transaction Infineon owned approximately 20% of
the Company's outstanding common stock.  Infineon may transfer or sell its
interest in the Company's shares in two equal- installments twelve and eighteen
months from the initial closing date.  The companies also entered into a
separate cross-license agreement that provides Infineon with a nonexclusive
license to the Company's FRAM memory technology, and the Company with access to
certain Infineon technologies relating to fabrication of FRAM memories.  The
initial closing occurred February 2, 2001, providing the Company with $10
million in exchange for 1,476,668 shares of common stock.  The final closing
was completed on March 30, 2001, providing the Company 443,488 Infineon shares.
All Infineon shares were sold by the Company during 2001.

                                    Page F-17
<PAGE>
WARRANTS.  Warrants to purchase shares of the Company's common stock are as
follows:
                                                      Number of Shares
                                                -----------------------------
                                                       (in thousands)
                                 Exercise        Principal
                              Price Per Share   Stockholders   Others   Total
                              ---------------   ------------   ------   -----
Outstanding and exercisable
at December 31, 1998            $1.15-$20.75       1,399         16     1,415

Cancelled                          $5.00            (806)        --      (806)
Granted                         $2.25-$16.22(1)(2) 2,883         --     2,883
                                                  ---------------------------
Outstanding and exercisable
at December 31, 1999            $1.15-$16.22       3,476         16     3,492

Granted                         $3.75-$17.00(3)(4)   667        600     1,267
Exercised                       $1.15-$16.22        (667)      (571)   (1,238)
                                                  ---------------------------
Outstanding and exercisable
at December 31, 2000            $2.25-$17.00       3,476         45     3,521

Cancelled                       $10.81-$16.22     (1,683)        --    (1,683)
                                                  ---------------------------
Outstanding and exercisable
at December 31, 2001            $2.25-$17.00       1,793         45     1,838
                                                  ===========================

All of the above warrants are currently exercisable.  Of such warrants,
warrants to purchase 240,000 shares of common stock with an exercise price of
$5.00 expire in August and December 2002; warrants to purchase 667,000 shares
at $6.88 expire in December 2007; warrants to purchase 25,000 shares at $17.00
expire in March 2003; and warrants to purchase 906,000 shares of common stock
with an exercise price of $2.25 expire in 2008 and 2009.

(1)  In December 1999, the Company issued and sold in a private placement
     953,000 common stock units at an issue price of $5.66 per unit.  Each unit
     consisted of 1 share of common stock, one warrant to purchase common stock
     at $10.81 per share and one warrant to purchase common stock at $16.22 per
     share.  The Company issued to the placement agent for this transaction
     approximately 36,000 warrants to purchase common stock at $10.81 per share
     and approximately 36,000 warrants to purchase common stock at $16.22 per
     share.

                                    Page F-18
<PAGE>
(2)  Pursuant to the restructuring plan approved by the Company's shareholders
     on July 20, 1999 and in consideration for the National Electrical Benefit
     Fund (the "Fund") to amend the terms of the Fund's credit facility, the
     Company agreed to amend the exercise price of outstanding warrants held by
     the Fund to purchase 805,697 shares of the Company's common stock and
     extend the expiration date of such warrants to September 30, 2008.  The
     Company also issued new warrants to purchase 100,000 shares of the
     Company's common stock with an expiration date of August 6, 2009.  The
     amended warrants and the new warrants have an exercise price of $2.25 per
     share.  The Company has determined that the 905,697 warrants issued to the
     Fund at $2.25 per share in conjunction with the amendment and restatement
     of a note payable due to the Fund had a fair value of $1,409,000.  The
     Company recorded the fair value as a debt discount to be amortized over
     the remaining life of the outstanding note payable.  The exercise
     price of these warrants is periodically amendable to equal the lowest
     price of any stock option or warrant issued by the Company, as defined.

(3)  In January 2000, the Company issued 667,000 warrants to its Chairman of
     the Board at an exercise price of $6.88, the fair value of common stock at
     the date of issuance.  The warrants vest on December 31, 2002 and are
     exercisable through 2007.  Vesting of these warrants can be accelerated
     upon the occurrence of certain events, as defined.

(4)  In January 2000, the Company issued 25,000 warrants to a third party for
     services provided at an exercise price of $17.00.  These warrants vested
     immediately, are exercisable through March 2003 and were valued at
     $182,000 with the charge being included in sales, general and
     administrative expenses in the accompanying consolidated statements of
     operations.

All other outstanding warrants had a nominal value at the time of issuance.

DEFERRED COMPENSATION.  Subject to shareholder approval to amend the Company's
1995 Stock Option Plan, options to purchase 500,000 shares of the Company's
common stock were approved by the Board of Directors for certain officers of
the Company on September 28, 1999, with an exercise price of $2.25 per share.
On December 22, 1999 shareholders approved the amendment of the 1995 Stock
Option Plan.  On that date, the aggregate intrinsic value of the options was
$2,578,000 and was recorded as deferred compensation.  The unamortized
compensation expense as of December 31, 2001 and 2000 was approximately $0 and
$202,000, respectively.

STOCK OPTIONS.  The Company has four stock option plans, the Amended and
Restated 1986 Stock Option Plan (the "1986 Plan"), the 1989 Nonstatutory Stock
Option Plan (the "1989 Plan"), the 1995 Stock Option Plan, as amended (the
"1995 Plan"), and the 1999 Stock Option Plan (the "1999 Plan")(collectively,
the "Plans").  The Plans reserve 6,235,714 shares of the Company's common stock
for issuance and permit the issuance of non-qualified stock options.  The
exercise price of all non-qualified stock options must be equal to at least 85%
of the fair market value of the common stock on the date of grant in the 1986

                                    Page F-19
<PAGE>
and 1989 Plans and 95% in the 1995 and 1999 Plans, and the maximum term of each
grant is ten years.  Options granted become exercisable in full or in
installments pursuant to the terms of each agreement evidencing options
granted.  The 1986 and the 1995 Plans also permit the issuance of incentive
stock options.  As of December 31, 2001, 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 is recognized for grants with an exercise price equal to or
in excess of the value of the underlying stock on the measurement date.

Had compensation costs for these plans been determined consistent with SFAS
No. 123, "Accounting for Stock Based Compensation," ("SFAS No. 123") the
Company's net loss and net loss per share would have been reported as follows:

                                    Year Ended     Year Ended     Year Ended
                                   Dec. 31, 2001  Dec. 31, 2000  Dec. 31, 1999
                                   -------------  -------------  -------------
                                     (in thousands, except per share amounts)
Net Loss Applicable to
  Common Shares
    As reported                        $(33,151)     $(14,497)      $(2,035)
    Pro forma                           (36,235)      (18,533)       (4,338)

Net Loss Per Share
    As reported - basic and diluted      $(1.57)       $(0.88)       $(0.16)
    Pro forma - basic and diluted         (1.71)        (1.12)        (0.34)

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 amounts to be expected in future years.

For disclosure purposes, the fair value of stock based compensation was
computed using the Black-Scholes option pricing model with the following
weighted average assumptions used for 2001, 2000 and 1999 grants:

                                          2001          2000          1999
                                       ----------    ----------    ----------
          Risk Free Interest Rate        4.00%         6.63%         6.63%
          Expected Dividend Yield           0%            0%            0%
          Expected Lives                4.0 years     4.0 years     3.5 years
          Expected Volatility             113%          109%          103%

                                    Page F-20
<PAGE>
Activity in the Plans is as follows:

                                                   Number of Shares
                                           -------------------------------
                                                    (in thousands)
                         Weighted Average  Directors
                            Exercise          and
                         Price Per Share   Officers   Employees    Total
                         ----------------  ---------  ---------  ---------
Outstanding at
December 31, 1998             $29.25          311        496        807

Granted                       $ 2.31          544        482      1,026
Cancelled                     $22.47           --        (53)       (53)
                                            ----------------------------
Outstanding at
December 31, 1999             $13.92          855        925      1,780

Granted                       $ 6.72          805        846      1,651
Cancelled                     $20.37          (18)       (86)      (104)
Exercised                     $ 2.33           --        (80)       (80)
Reclassification                             (122)       122         --
                                            ----------------------------
Outstanding at
December 31, 2000             $10.33        1,520      1,727      3,247

Granted                       $ 2.33          413        764      1,177
Cancelled                     $14.67         (158)      (375)      (533)
Exercised                     $ 2.23           --       (174)      (174)
Reclassification                              (18)        18         --
                                            ----------------------------
Outstanding at
December 31, 2001             $ 7.56        1,757      1,960      3,717
                                            ============================

As of December 31, 2001, 2000 and 1999, 1,792,000, 1,305,000 and 590,000 of
the above options were exercisable, respectively, with weighted average
exercise price of $10.90, $16.27 and $28.57, respectively.

The weighted average fair value of shares granted during the years ended
December 31, 2001 and 2000 was $1.67 and $5.12, respectively.  For the year
ended December 31, 1999 the weighted average fair value of shares granted below
fair market value (500,000 shares) and shares granted at market value (526,000
shares) was $6.64 and $1.61, respectively.

                                    Page F-21
<PAGE>
The following table sets forth the exercise price range, number of shares,
weighted average exercise price and remaining contractual lives by groups of
options:

                                                 Weighted Average
                                            ---------------------------
                           Number of                        Remaining
     Exercise Price         Shares           Exercise      Contractual
         Range            Outstanding         Price           Life
     --------------       -----------        --------      -----------
                         (in thousands)

     $1.47 - $ 1.88           998             $ 1.87           9.78
     $1.90 - $ 2.25           659               2.22           7.69
     $2.40 - $ 5.50           793               5.16           8.99
     $5.59 - $ 7.44           657               7.38           8.18
     $7.62 - $40.95           610              25.95           5.06
                            -----
                            3,717
                            =====

                                                 Weighted Average
                                             --------------------------
                           Number of                        Remaining
     Exercise Price         Shares           Exercise      Contractual
         Range            Exercisable         Price           Life
     --------------       -----------        --------      ------------
                         (in thousands)

     $1.47 - $ 1.88           153            $ 1.88            9.78
     $1.90 - $ 2.25           648              2.22            7.69
     $2.40 - $ 5.50           227              5.43            8.99
     $5.59 - $ 7.44           241              7.39            8.18
     $7.62 - $40.95           523             28.24            5.06
                            -----
                            1,792
                            =====

7.  RELATED PARTY TRANSACTIONS:

The National Electrical Benefit Fund (the "Fund") is a principal stockholder
of the Company.

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 2001, 2000 and 1999, the Company was
obligated to pay to the Fund approximately $80,000 per year in payment of such
fees and expenses.  Payments made for these obligations were $471,000, $0 and
$390,000 during 2001, 2000 and 1999, respectively.  $40,000 and $447,000
related to this obligation is included in accrued liabilities as of
December 31, 2001 and 2000, respectively.

                                    Page F-22
<PAGE>
In September 1995, the Company and the Fund entered into a Loan Agreement (the
"Fund Credit Facility") which was amended on August 6, 1999.  Pursuant to the
terms of the amended credit facility (the "Amended Credit Facility"), the
outstanding principal balance under the note as of August 6, 1999 was $7
million.  The Amended Credit Facility bore interest at 8% per annum, payable
quarterly.  The Fund had the right to convert all or any portion of the amounts
outstanding under the Amended Credit Facility into common stock at any time or
times before maturity of the loan at a conversion price equal to $5.00 for each
share of common stock.  The maturity date of the credit facility, as amended,
was July 12, 2002.  On August 22, 2001, the Company exercised the prepayment
provision of the note by notifying the Fund of the Company's intention to
prepay the balance due no later than January 2, 2002.  The Fund's common stock
conversion privileges remained in effect until payment was made.  On
November 9, 2001, the Fund elected to accept payment in lieu of a conversion to
the Company's common stock.  On November 15, 2001, the Company paid to the Fund
all outstanding principal and interest amounts due, totaling $7.1 million.

As consideration for the Fund to amend the terms of the credit facility, the
Company agreed to amend the exercise price of outstanding warrants held by the
Fund to purchase 805,697 shares of the Company's common stock to $5.00 and
extend the expiration date of such warrants to September 30, 2008.  The
Company also issued new warrants to purchase 100,000 shares of the Company's
common stock with an exercise price of $2.35 with an expiration date of
August 6, 2009.  During 1999, the exercise price of these warrants was reduced
to $2.25.  These warrants, as amended, were valued using the Black Scholes
option pricing method with a resulting value of approximately $1.4 million.
This amount was accounted for as a discount to the outstanding promissory note
payable and was amortized over the remaining life of the note as a charge
to interest expense in the Company's consolidated statements of operations.
The unamortized discount pertaining to the note as of December 31, 2001 and
2000 are approximately $0 and $686,000, respectively.

TRANSACTIONS INVOLVING DIMENSIONAL FUND ADVISORS, INC.  Dimensional Fund
Advisors, Inc. is a principal shareholder of the Company.

In connection with the restructuring of the Company's Series A Preferred Stock
in August 1999, the Company entered into agreements with certain affiliates of
Dimensional Fund Advisors, Inc. (the "DFA Affiliates") to issue to each DFA
Affiliate an unsecured convertible promissory note (together, the "DFA
Promissory Notes") in consideration of the termination of certain Common Stock
purchase rights of the DFA Affiliates.  Such purchase rights were recorded as a
common stock price adjustment liability in balance sheets prior to
September 30, 1999.  The DFA Promissory Notes, which totaled $3,223,712, bore
interest at 8% per annum and were to mature on July 31, 2000.  All or part of
the principal and accrued and unpaid interest of the DFA Promissory Notes were
convertible into common stock at the option of the holder of the note at a
conversion ratio of one share of common stock for each $5.00 of principal and
accrued interest converted.  On February 29, 2000, the DFA Affiliates elected
to convert all outstanding principal and accrued interest totaling
approximately $3,378,000 into 675,547 shares of the Company's common stock.

                                    Page F-23
<PAGE>
8.  SUPPLEMENTAL CASH FLOW INFORMATION:

CASH PAID FOR INTEREST AND INCOME TAXES:
                                                       2001     2000     1999
                                                      ------   ------   ------
                                                           (in thousands)

Interest                                               $533     $815     $557
Income taxes                                             --       --       --

9.  INCOME TAXES:

As of December 31, 2001, the Company had approximately $163 million of net
operating loss carryovers for tax purposes.  Further, the Company has
approximately $1.5 million of research and development tax credits available
to offset future federal and state income taxes.  The net operating loss and
credit carryovers expire through 2021.  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,
                                          --------------------
                                            2001         2000
                                          -------      -------
                                             (in thousands)
Deferred tax assets:
  Other, including capital
    loss carryovers                       $15,300      $ 7,500
  Net operating loss carryovers            60,900       58,000
                                           ------      -------
                                           76,200       65,500
Valuation allowance                       (76,200)     (65,500)
                                           ------       ------
                                          $    --      $    --
                                           ======       ======

                                    Page F-24
<PAGE>
The provision for income taxes includes the following:

                                                   December 31,
                                           ----------------------------
                                            2001       2000       1999
                                           ------     ------     ------
                                                  (in thousands)
Current:
  Federal                                  $   --     $   --     $   --
  State                                        --         --         --
                                           ------     ------     ------
  Total current                                --         --         --

Deferred:
  Federal                                 (11,000)    (4,640)    (2,040)
  State                                    (1,600)      (700)      (290)
                                           ------     ------     ------
  Total deferred benefit                  (12,600)    (5,340)    (2,330)

  Increase in valuation allowance          12,600      5,340      2,330
                                           ------     ------     ------
Total provision                            $   --     $   --     $   --
                                           ======     ======     ======

Income taxes computed using the federal statutory income tax rate differ from
the Company's effective tax rate primarily as a result of state taxes and the
increase in the valuation allowance.  During 2001 and 2000, net operating loss
carryovers of approximately $4.7 million and $6.1 million, respectively,
expired.

Tax expense other than payroll and income taxes were $119,000, $399,000 and
$586,000 for 2001, 2000 and 1999, respectively.

10. LOSS ON DISPOSITION OF MARKETABLE EQUITY SECURITIES

During 2001, the Company sold 443,488 shares of Infineon common stock the
Company held, consisting of all of the shares obtained through the share
purchase agreement with Infineon dated December 14, 2000.  The Company received
proceeds of $8.6 million from these sales.  During 2001, the Company recorded a
loss of $11.4 million on the disposition and impairment of these securities.

11.  ACQUISITION OF MUSHKIN INC.

On June 14, 2000, the Company entered into a merger transaction among the
Company, a wholly owned subsidiary of Ramtron International Corporation,
Mushkin Inc. ("Mushkin"), and the Mushkin shareholders.  In this transaction
Ramtron acquired all of the issued and outstanding shares of Mushkin for
952,380 shares of Ramtron common stock valued at $10,000,000.  The acquisition
was accounted for as a purchase.  Accordingly, Ramtron's consolidated financial
statements include the results of operations of Mushkin since the acquisition
date.  The total purchase price was allocated based on fair value of assets
acquired and liabilities assumed as follows:

                                    Page F-25
<PAGE>
                                                  (in thousands)

         Fair value of tangible net assets            $   667
         Goodwill                                       9,333
                                                      -------
                                                      $10,000
                                                      =======

Goodwill is being amortized over an estimated useful life of 7 years using the
straight-line method.  Given the current unsettled and volatile economic
environment, it is possible that a future evaluation of the realizability of
the goodwill recorded in this transaction could result in a determination that
an impairment charge could be required, and such impairment charge could be
material.

Summarized below are the unaudited pro forma results of operations of the
Company as if Mushkin had been acquired at January 1, 2000.

                                                       Pro Forma
                                                       Year Ended
                                                       December 31
                                                 (in thousands, except
                                                    per share data)
                                                  --------------------
                                                    2000        1999
                                                  --------    --------
Revenue                                           $32,186     $31,097

Net loss                                          (14,422)     (6,898)

Net loss applicable to common shares              (14,545)     (2,735)

Net loss per share- basic and diluted             $ (0.85)     $ (.20)

12.  SEGMENT AND GEOGRAPHIC AREA INFORMATION:

The Company's reportable segments are those that are based on the Company's
method of internal reporting, which generally segregates the strategic business
units due to differences in products and distributions.

The Company's operations are conducted through three business segments.  FRAM
licenses, manufactures and distributes ferroelectric nonvolatile random access
memory products.  EMS licenses, manufactures and distributes high-speed DRAM
products.  Mushkin distributes high-speed DRAM products in the aftermarket
through both direct and e-commerce sales channels.

                                    Page F-26
<PAGE>
The accounting policies for determining segment net income (loss) are the same
used in the consolidated financial statements.  There are no internal sales
between segments or geographic regions.

<TABLE>
<CAPTION>

                                     2001                                   2000                                1999
                      -----------------------------------   ----------------------------------   ---------------------------------
                        FRAM      EMS     Mushkin   Total     FRAM      EMS    Mushkin   Total     FRAM      EMS  Mushkin   Total
                      -----------------------------------   ----------------------------------   ---------------------------------
<S>                   <C>      <C>       <C>       <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>    <C>
Product sales         $ 4,541  $  1,158  $11,514  $17,213   $ 3,988  $ 7,594  $ 6,680  $18,262   $ 3,508  $ 9,640  $ --   $13,148
License & development
   fees                 2,602       102       --    2,704     2,000       --       --    2,000     4,500      700    --     5,200
Royalties                 295        --       --      295       188       --       --      188     1,501       --    --     1,501
Customer sponsored
   research and
   development             --     2,644       --    2,644     4,541    1,088       --    5,629     4,562      460    --     5,022
                      ------------------------------------- -----------------------------------  ---------------------------------
                        7,438     3,904   11,514   22,856    10,717    8,682    6,680  $26,079    14,071   10,800    --    24,871

Operating costs       (16,874)  (14,274) (12,678) (43,826)  (20,264) (12,214)  (6,526) (39,004)  (18,257) (12,439)   --   (30,696)
                      ------------------------------------- -----------------------------------  ---------------------------------
Operating income(loss) (9,436)  (10,370)  (1,164) (20,970)   (9,547)  (3,532)     154  (12,925)   (4,186)  (1,639)   --    (5,825)

Other                      23       268       --       291       14      707       --      721       221      (17)   --       204
                      ------------------------------------- -----------------------------------  ---------------------------------
Net income(loss)      $(9,413) $(10,102) $(1,164) $(20,679) $(9,533) $(2,825) $   154 $(12,204)  $(3,965) $(1,656) $ --   $(5,621)
                      ===================================== ===================================  =================================
Total assets          $19,729  $  6,270  $ 9,820  $35,819   $19,074  $ 8,683  $10,605  $38,362   $21,080  $ 8,300  $ --   $29,380

Depreciation and
  amortization        $ 1,287  $    783  $ 1,363  $ 3,433   $ 1,625  $   786  $   735  $ 3,146   $ 1,900  $   390  $ --   $ 2,290

Capital additions     $   393  $     27  $    13  $   433   $   206  $   427  $     2  $   635   $   249  $    67  $ --   $   316

Intangible additions  $   434  $    124  $    --  $   558   $   232  $ 2,307  $ 9,333  $11,872   $   233  $ 2,718  $ --   $ 2,951
</TABLE>

Net income (loss) before cumulative effect of accounting change excludes
interest income, interest expense and special charges on a total basis of
$(12,309,000), $(670,000) and $(577,000) in 2001, 2000 and 1999, respectively,
not allocated to business segments.

During 2000, intangible additions include $9,333,000 related to the acquisition
of Mushkin and $1,983,000 of technology licenses acquired through the issuance
of EMS common stock.

                                    Page F-27
<PAGE>
Revenue amounts and percentages for major customers representing more than 10%
of total revenues are as follows:

                       2001                  2000                  1999
              --------------------- --------------------- ---------------------
                          Enhanced              Enhanced              Enhanced
                 FRAM       DRAM       FRAM       DRAM       FRAM       DRAM
              ---------- ---------- ---------- ---------- ---------- ----------
                                        (in thousands)

Customer A        -- --      -- --  $6,587 25%      -- -- $8,000 32%     -- --
Customer B        -- --      -- --      -- --   $4,058 16%    -- --  $3,490 14%
Customer C   $2,667 12%      -- --      -- --       -- --     -- --      -- --
Customer D    2,567 11%      -- --      -- --       -- --     -- --      -- --

The following geographic area data include revenues based on product shipment
destination, license and development payor location and customer-sponsored
research and development payor location.  The data presented for long-lived
assets is based on physical location.

Geographic Area Net Revenues:

                                      2001        2000        1999
                                   ---------   ---------   ---------
                                             (in thousands)

United States                       $17,651     $14,658     $ 9,146
Japan                                   772       7,706      10,766
Canada                                  291       1,392       2,755
United Kingdom                          561         541         923
Germany                                 683         627         643
China/Hong Kong                         629          --          --
Italy                                 1,674          --          --
Rest of world                           595       1,155         638
                                    -------     -------     -------
Total                               $22,856     $26,079     $24,871
                                    =======     =======     =======

Geographic Area Long-lived Assets (Net):

                                      2001        2000        1999
                                   ---------   ---------   ---------
                                             (in thousands)

United States                       $19,276     $21,810     $12,327
Thailand                                294         171         229
Rest of world                            47          78         162
                                    -------     -------     -------
                                    $19,617     $22,059     $12,718
                                    =======     =======     =======

                                    Page F-28
<PAGE>
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 20% 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.  CONTINGENCIES:

PATENT INTERFERENCE PROCEEDING.  A patent interference proceeding, which was
declared in 1991 in the United States Patent and Trademark Office (the "Patent
Office") between the Company, National Semiconductor Corporation ("National")
and the Department of the Navy in regard to one of the Company's issued United
States patents, is continuing.  The patent involved covers a basic
ferroelectric memory cell design invention the Company believes is of
fundamental importance to its FRAM business 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 proceeding is
therefore conducted to determine which party is entitled to the patent rights
covering the invention.  In the present interference contest, the Company is
the "senior" party, which means that it is in possession of the issued United
States Patent and retains all rights associated with such patent.  The other
two parties involved in the interference are the "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.  Only the
Company and National filed briefs in this matter.  Oral arguments were
presented before the Patent Office on March 1, 1996.

The Patent Office decided the interference on May 6, 1997, holding that all of
the claims were patentable to National, one of the "junior" parties.  The
other "junior" party, the Department of the Navy, was not granted any patent
claims pursuant to the interference proceedings.  On June 20, 1997, the
Company filed a Request for Reconsideration with the Patent Office concerning
the interference decision.  Pursuant to the Request for Reconsideration, the
Company requested that five separate issues be reconsidered because, from the
Company's perspective, they were either ignored or misconstrued in the
original decision.  A decision on the Request for Reconsideration was issued
on November 19, 1998, again holding that all of the claims were patentable to
National.  On January 9, 1999, the Company appealed the decision of the Patent
Office on one of the interference counts directly to the Court of Appeals for
the Federal Circuit.  On February 2, 2000, the Court of Appeals vacated and
remanded the decision of the Patent Office for further proceedings.  The
Company also filed complaints in Federal District Court in the District of
Columbia seeking a review of the decision of the Patent Office on the remaining

                                    Page F-29
<PAGE>
interference counts, which are still pending.  The Company remains in
possession of the issued United States Patent and retains all rights associated
with such patent while it pursues its appeal options.  The "junior" party has
received no rights associated with this patent decision and will not receive
any such rights as long as the appeal process continues.  Under a Patent Office
decision on August 13, 2001, the Company was found to be the first to invent,
however, the Patent Office concluded that the enablement and best-mode
requirements for patent issuance had not been met by the Company.  In October
2001, both the Company and National filed a Request for Reconsideration with
the Patent Office.  The Patent Office response is still pending.  If the
Company's Request for Reconsideration is denied, the Company will appeal the
decision of the Patent Office.

If the Company's patent rights that are the subject of the interference
proceeding are ultimately lost or significantly compromised, the Company would
be precluded from producing FRAM products in the United States using the
Company's existing design architecture, absent being able to obtain a suitable
license to exploit such rights.  If such patent rights are ultimately awarded
to National, and if a license to such rights is not subsequently entered into
by the Company with National, National could use the patent to prevent the
manufacture, use or sale by the Company, and/or its licensees, within the
United States of any products that come within the scope of such patent rights,
which would include all FRAM products as currently designed, and which would
materially adversely affect the Company.  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 interference
proceeding, as well as to the resulting effects upon the Company's financial
position or results of operations.

OTHER LITIGATION.  The Company is involved in other legal matters in the
ordinary course of business.  Although the outcomes of any such legal actions
cannot be predicted, management believes that there is no pending legal
proceeding against or involving the Company for which the outcome is likely to
have a material adverse effect upon the Company's financial position or results
of operations.

                                    Page F-30
<PAGE>
15. QUARTERLY DATA (UNAUDITED):

The following unaudited information shows selected items by quarter for the
years 2001 and 2000.

<TABLE>
<CAPTION>
                                                 2001                                   2000
                                ----------------------------------------  ----------------------------------
                                   Q1       Q2        Q3          Q4         Q1(1)   Q2        Q3       Q4
                                ----------------------------------------  ----------------------------------
                                                   (in thousands except per share data)
<S>                             <C>      <C>       <C>         <C>        <C>      <C>      <C>      <C>
Revenues                        $3,455   $3,351    $7,535      $8,515     $5,571   $6,209   $8,132   $6,167
Gross margin, product sales        908      613     1,024         290(2)   1,003    1,769    1,760    1,731
Operating loss                  (6,630)  (6,022)   (3,611)     (4,707)    (3,018)  (2,117)  (2,980)  (4,810)
Net loss applicable to common
  shares                        (6,555)  (6,231)  (15,872)(3)  (4,493)    (4,540)  (2,190)  (3,016)  (4,751)
Net loss per share
  - basic and diluted           $(0.35)  $(0.28)   $(0.72)     $(0.20)    $(0.30)  $(0.13)  $(0.17)  $(0.27)
</TABLE>
----------
(1)  Quarterly data for the first quarter of 2000 has been restated to comply
     with Staff Accounting Bulletin No. 101, Revenue Recognition.  The effect
     of the change on the first quarter of 2000 was to increase net loss
     applicable to common shares by $1.5 million, or $0.10 per share.  The
     effect of this change on the second, third and fourth quarters of 2000
     was not material.

(2)  Includes provision for inventory write-off of $912,000.

(3)  Includes charges of $11.9 million resulting from an other than temporary
     decline in the market value of Infineon stock held by the Company.

16. SUBSEQUENT EVENTS:

On March 14, 2002, the Company announced it signed an agreement to complete a
new round of funding for gross proceeds of $8.0 million. The transaction is
expected to close before March 31, 2002.  The Company will issue $8.0 million
of 5 year, 5% fixed rate, convertible debentures to Infineon, Halifax Fund,
managed by The Palladin Group, L.P. and Bramwell Capital Corporation, managed
by Cavallo Capital.  The debentures are convertible into the Company's common
stock at a fixed conversion price of $3.76, which is equal to 110% of the
five-day volume weighted average price ("VWAP") of the Company's common stock
prior to the transaction signing.  The Company may force conversion of the
debenture after 18 months, provided the VWAP of the Company's common stock is
at least 200% of the conversion price for 20 or more of 30 consecutive trading
days.  The debenture is secured by a Deed of Trust on the Company's
headquarters facility in Colorado Springs, Colorado and certain accounts
receivable.  In addition, 700,435, 5-year common stock warrants will be issued
to the investors at an exercise price of $4.28 per share.  In connection with
its debenture investment, Infineon and the Company have entered into a
memorandum of understanding to expand their existing relationship.  Under the
expanded agreement, Infineon has agreed to extend its committed wafer
manufacturing capacity for EMS products through 2010.  Infineon has also agreed
to fund product development projects with the Company's EMS subsidiary, provide
earlier access to new Infineon process and design technologies and cross
license memory related intellectual property.

                                    Page F-31
<PAGE>
<TABLE>
<CAPTION>
                             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
------------         ----------  ----------  ----------  ----------  ----------
<S>                  <C>         <C>         <C>         <C>         <C>
Year Ended 12/31/99:

Allowance for
doubtful accounts       $100        $ --         $--        $ --       $100

Allowance for returns
and discounts             34         330          --         117        247
                       -----------------------------------------------------
                        $134        $330         $--        $117       $347
                       =====================================================
Year Ended 12/31/00:

Allowance for
doubtful accounts       $100        $ --         $--        $ --       $100

Allowance for returns
and discounts            247          87          --         173        161
                       -----------------------------------------------------
                        $347        $ 87         $--        $173       $261
                       =====================================================
Year Ended 12/31/01:

Allowance for
doubtful accounts       $100        $ 50         $--        $ 14       $136

Allowance for returns
and discounts            161          64          --          67        158
                       -----------------------------------------------------
                        $261        $114         $--        $ 81       $294
                       =====================================================
</TABLE>
                                    Page F-32
<PAGE>
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

Information regarding our directors is incorporated by reference from the
information contained under the caption "Election of Directors" in our 2002
Proxy Statement for the 2002 Annual Meeting of Stockholders.  Information
regarding current executive officers found under the caption "Executive
Officers of the Registrant" in Part I hereof is also incorporated by reference
into this Item 10.  Information regarding Section 16 reporting compliance is
incorporated by reference from information contained under the caption
"Executive Compensation - Section 16(a) Beneficial Ownership Reporting
Compliance" in our 2002 Proxy Statement.

Item 11.  EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from the
information contained under the caption "Executive Compensation" in our 2002
Proxy Statement.

Item 12.  SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The information required by this item is incorporated by reference from the
information contained under the caption "Security Ownership of Principal
Stockholders and Management" in our 2002 Proxy Statement.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except for the information set forth below in this Section 13, the information
required by this item is incorporated by reference from the information
contained under the caption "Executive Compensation and Other Information" in
our 2002 Proxy Statement.

The following are certain transactions entered into between the Company and its
officers, directors and principal stockholders or their affiliates since
January 1, 2001.

Transactions Involving the National Electrical Benefit 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 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 2001, the Company was obligated to pay to the Fund

                                    Page-44
<PAGE>
approximately $80,000 in payment of such fees. The Company made payments to the
Fund during 2001 of $496,222 for interest expense related to the note payable
due to the Fund and $470,954 for previously accumulated fees and expenses.

In September 1995, the Company and the Fund entered into a Loan Agreement which
was amended on August 6, 1999.  Pursuant to the terms of the amended credit
facility the outstanding principal balance under the note as of August 6, 1999
was $7 million.  The Amended Credit Facility bore interest at 8% per annum,
payable quarterly.  The Fund had the right to convert all or any portion of the
amounts outstanding under the Amended Credit Facility into common stock at any
time or times before maturity of the loan at a conversion price equal to $5.00
for each share of common stock.  The maturity date of the credit facility, as
amended, was July 12, 2002.  On August 22, 2001, the Company exercised the
prepayment provision of the note by notifying the Fund of the Company's
intention to prepay the balance due no later than January 2, 2002.  The Fund's
common stock conversion privileges remained in effect until payment was made.
On November 9, 2001, the Fund elected to accept payment in lieu of a conversion
to the Company's common stock.  On November 15, 2001, the Company paid to the
Fund all outstanding principal and interest amounts due, totaling $7.1 million.

As consideration for the Fund to amend the terms of the credit facility, the
Company agreed to amend the exercise price of outstanding warrants held by the
Fund to purchase 805,697 shares of the Company's common stock to $5.00 and
extend the expiration date of such warrants to September 30, 2008.  The
Company also issued new warrants to purchase 100,000 shares of the Company's
common stock with an exercise price of $2.35 with an expiration date of
August 6, 2009.  During 1999, the exercise price of these warrants was reduced
to $2.25.  These warrants, as amended, were valued using the Black Scholes
option pricing method with a resulting value of approximately $1.4 million.
This amount was accounted for as a discount to the outstanding promissory note
payable and was amortized over the remaining life of the note as a charge
to interest expense in the Company's consolidated statements of operations.
The unamortized discount pertaining to the note as of December 31, 2001 and
2000 are approximately $0 and $686,000, respectively.


                                    Page-45
<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.

          Report of Independent Public Accountants
          Consolidated Balance Sheets as of December 31, 2001 and 2000
          Consolidated Statements of Operations for the years ended
             December 31, 2001, 2000 and 1999
          Consolidated Statements of Changes in Stockholders' Equity
             for the years ended December 31, 2001, 2000 and 1999
          Consolidated Statements of Cash Flow for the years ended
             December 31, 2001, 2000 and 1999
          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
         -------

          2.1    Agreement and Plan of Merger dated May 11, 2000, as
                 amended, among Ramtron, RIC MI Acquisition Inc., Mushkin
                 Inc., William Michael Mushkin and Elizabeth Loring Crane.(12)

          2.2    Amendment No. 1 to Agreement and Plan of Merger dated
                 June 8, 2000.(12)

          3.1    Certificate of Incorporation of Registrant, as amended.(10)
          3.2    Bylaws of Registrant, as amended.(2)

          4.1    Preferred Stock Recapitalization Agreement between the
                 majority of the Series A Preferred Stockholders and the
                 Registrant dated July 30, 1999.(7)
          4.2    Supplemental Exchange Rights Agreement between the majority of
                 the Series A Preferred Stockholders and the Registrant dated
                 July 30, 1999.(7)
          4.3    Form of Optional Election between the Series A Preferred
                 Stockholders and the Registrant.(7)

                                    Page-46
<PAGE>
          4.4    Amended Loan Agreement between the National Electrical Benefit
                 Fund and the Registrant dated August 6, 1999.(7)
          4.5    Amended and Restated Warrant to purchase 805,697 shares of
                 common stock issued by the Registrant to the National
                 Electrical Fund dated August 6, 1999.(7)
          4.6    Amended and Restated Warrant to purchase 100,000 shares of
                 common stock issued by the Registrant to the National
                 Electrical Fund dated August 6, 1999.(7)
          4.7    Warrant to purchase 667,000 shares of common stock issued by
                 the Registrant to L. David Sikes dated January 18, 2000.(11)
          4.8    Warrant to purchase 124,000 shares of common stock issued by
                 the Registrant to JEB Partners, L.P. dated
                 February 11, 2000.(15)
          4.9    Warrant to purchase 96,000 shares of common stock issued by
                 the Registrant to JEB Investments, Ltd. dated February 11,
                 2000.(15)
          4.10   Warrant Exercise and Registration Rights Agreement dated as of
                 June 28, 2000 between JEB Investments, Ltd. and Ramtron.(15)
          4.11   Warrant Exercise and Registration Rights Agreement dated as of
                 June 28, 2000 between JEB Partners, L.P. and Ramtron.(15)
          4.12   Warrant to purchase 25,000 shares of common stock issued by
                 the Registrant to Jan-Charles Fine, dated March 9, 2000.(16)
          4.13   Warrant amendment dated December 14, 2000 issued by the
                 Registrant to L. David Sikes(16)
          4.14   Form of Rights Agreement, dated April 19, 2001, between
                 Ramtron International Corporation and Citibank, N.A.(17)

         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.(3)
         10.2    Registrant's Amended 1989 Nonstatutory Stock Option Plan and
                 forms of Nonstatutory Stock Option Agreement and Stock
                 Purchase Agreement.(4)
         10.3    1995 Stock Option Plan and forms of Incentive Stock Option
                 Agreement and Nonstatutory Stock Option Agreement.(5)
         10.4    Amendment No. 1 to Registrant's 1989 Nonstatutory Stock
                 Option Plan dated October 24, 1996.(1)
         10.5    Amendment No. 1 to Registrant's Amended and Restated 1986
                 Stock Option Plan dated October 24, 1996.(1)
         10.6    Amendment No. 1 to Registrant's 1995 Stock Option Plan dated
                 October 24, 1996.(1)
        *10.7    Joint Development Agreement between Fujitsu Limited and the
                 Registrant dated March 5, 1999.(6)
        *10.8    Second Amendment to FRAM Technology License Agreement between
                 Fujitsu Limited and the Registrant dated September 20,
                 1999.(10)
        *10.9    Settlement and License Agreement dated November 9, 1999
                 between NEC and Enhanced Memory Systems, Inc., a subsidiary of
                 the Registrant.(8)

                                    Page-47
<PAGE>
         10.10   Amendment No. 2 to Registrant's 1995 Stock Option Plan dated
                 December 22, 1999.(10)
         10.11   Registrant's 1999 Stock Option Plan.(10)
         10.12   Employment Agreement effective January 1, 2000  between the
                 Registrant and L. David Sikes, dated January 18, 2000.(11)
        *10.13   Agreement between Infineon Technologies AG and Enhanced Memory
                 Systems, Inc., a subsidiary of the Registrant, as amended,
                 dated January 26, 2000.(9)
        *10.14   Agreement between Infineon Technologies AG and the Registrant,
                 as amended, dated as of January 26, 2000.(13)
        *10.15   Manufacturing Agreement between the Registrant and Hewlett-
                 Packard dated May 26, 2000.(14)
         10.16   Stock Purchase Agreement between Infineon Technologies AG and
                 Registrant dated December 14, 2000.(13)
         10.17   Amendment No. 2 to Registrant's Amended and Restated 1986
                 Stock Option Plan, as amended, dated July 25, 2000.(16)
         10.18   Amendment No. 2 to Registrant's 1989 Nonstatutory Stock
                 Option Plan, as amended, dated July 25, 2000.(16)
         10.19   Amendment No. 3 to Registrant's 1995 Stock Option Plan,
                 as amended, dated July 25, 2000.(16)
         10.20   Amendment No. 1 to Registrant's 1999 Stock Option Plan,
                 as amended, dated July 25, 2000.(16)
        *10.21   Technology and Service Agreement between Infineon Technologies
                 AG and the Registrant, dated December 14, 2000.(16)
         10.22   Amendment to Employment Agreement between the Registrant and
                 L. David Sikes, dated December 14, 2000.(16)
         10.23   Employment Agreement effective December 14, 2000 between
                 Registrant and William W. Staunton, dated February 2,
                 2001.(16)
         10.24   Employment Agreement effective January 1, 2001  between the
                 Registrant and Craig W. Rhodine, dated February 2, 2001.(16)
         10.25   Employment Agreement effective January 1, 2001  between the
                 Registrant and Greg B. Jones, dated February 2, 2001.(16)
         10.26   Employment Agreement effective January 1, 2001  between the
                 Registrant and LuAnn D. Hanson, dated February 2, 2001.(16)
         10.27*  Joint Development and License Agreement between the Registrant
                 and Texas Instruments, dated August 14, 2001.(19)

         10.28*  FRAM Technology License Agreement between the Registrant
                 and NEC Corporation, dated November 15, 2001.(20)
         10.29   Amendment to Employment Agreement effective December 14, 2000
                 between Registrant and William W. Staunton, dated December 12,
                 2001.(20)
         10.30   Amendment to Employment Agreement effective January 1, 2001
                 between the Registrant and Greg B. Jones, dated December 12,
                 2001.(20)
         10.31   Amendment to Employment Agreement effective January 1, 2001
                 between the Registrant and LuAnn D. Hanson, dated December 12,
                 2001.(20)
         10.32   Amendment to Employment Agreement effective January 1, 2001
                 between the Registrant and Craig W. Rhodine, dated
                 December 12, 2001.(20)

                                    Page-48
<PAGE>
         23.1    Consent of Independent Public Accountants

         99.1    Teaming Agreement, dated March 2, 2001, between Ramtron
                 International Corporation and National Scientific
                 Corporation.(18)

         99.2*  Volume Purchase Agreement between Ampy Automation Digilog
                Limited and the Registrant dated July 24, 2000.

         99.3   Assurance Letter Pursuant to Securities and Exchange
                Commission Release Nos. 33-8070; 34-45590; 35-27503; 39-2395;
                IA-2018; IC-25464; FR-62; File No. S7-03-02.(20)

*  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 December 31, 1996 filed
     with the Securities and Exchange Commission on March 26, 1997.

(2)  Incorporated by reference to the Company's Amendment No. 1 to the Annual
     Report on Form 10-K (Commission File No. 0-17739) for the year ended
     December 31, 1996 filed with the Securities and Exchange Commission on
     August 29, 1997.

(3)  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.

(4)  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.

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

(6)  Incorporated by reference to the Company's Form 10-Q (Commission File
     No. 0-17739) for the quarter ended March 31, 1999 filed with the
     Securities and Exchange Commission on May 14, 1999.

                                    Page-49
<PAGE>
(7)  Incorporated by reference to the Company's Form 8-K (Commission File No.
     0-17739) filed with the Securities and Exchange Commission on August 31,
     1999.

(8)  Incorporated by reference to the Company's Form 8-K (Commission File No.
     0-17739) filed with the Securities and Exchange Commission on
     November 16, 1999.

(9)  Incorporated by reference to the Company's Form 8-K (Commission File No.
     0-17739) filed with the Securities and Exchange Commission on
     February 18, 2000.

(10)  Incorporated by reference to the Company's Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 1999 filed
      with the Securities and Exchange Commission on March 29, 2000.

(11)  Incorporated by reference to the Company's Amendment No. 1 to the Annual
      Report on Form 10-K (Commission File No. 0-17739) for the year ended
      December 31, 1999 filed with the Securities and Exchange Commission on
      April 28, 2000.

(12)  Incorporated by reference to the Company's Amendment No. 2 to Form 8-K
      (Commission File No. 0-17739) filed with the Securities and Exchange
      Commission on July 24, 2000.

(13)  Incorporated by reference to the Company's Form 8-K (Commission File No.
      0-17739) filed with the Securities and Exchange Commission on
      December 22, 2000.

(14)  Incorporated by reference to the Company's Form 10-Q (Commission File
      No. 0-17739) for the quarter ended June 30, 2000 filed with the
      Securities and Exchange Commission on August 14, 2000.

(15)  Incorporated by reference to the Company's Form S-3 Registration
      Statement (Registration No. 333-42106) filed with the Securities and
      Exchange Commission on July 24, 2000.

(16)  Incorporated by reference to the Company's Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 2000 filed
      with the Securities and Exchange Commission on March 30, 2001.

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

(18)  Incorporated by reference to the Company's Form 8-K (Commission File No.
      0-17739) filed with the Securities and Exchange Commission on
      June 8, 2001.

                                    Page-50
<PAGE>
(19)  Incorporated by reference to the Company's Form 10-Q (Commission File
      No. 0-17739) for the quarter ended September 30, 2001 filed with the
      Securities and Exchange Commission on November 13, 2001.

(20)  Incorporated by reference to the Company's Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 2001 filed
      with the Securities and Exchange Commission on March 29, 2002.

(b)  Reports on Form 8-K:

     On October 4, 2001, the Registrant filed a report on Form 8-K.  The items
     reported were Item 5 - "Other Events" and Item 7 - "Financial Statements
     and Exhibits."

     On November 21, 2001, the Registrant filed a report on Form 8-K.  The item
     reported was Item 5 - "Other Events."

     On March 15, 2002, the Registrant filed a report on Form 8-K.  The item
     reported was Item 5 - "Other Events" and Item 7 - "Financial Statements
     and Exhibits."

     On April 4, 2002, the Registrant filed a report on Form 8-K.  The items
     reported were Item 5 - "Other Events" and Item 7 - "Financial Statements
     and Exhibits."

                                    Page-51
<PAGE>
                                 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 June 14, 2002.

                                             RAMTRON INTERNATIONAL CORPORATION

                                             By:  /S/ William W. Staunton, III
                                                ------------------------------
                                                William W. Staunton, III
                                                Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the date indicated.

Signature                       Title                              Date
--------------------------      ----------------------------    -----------

/S/ L. David Sikes
--------------------------      Chairman                          6-14-02
L. David Sikes

/S/ William G. Howard
-------------------------       Director                          6-14-02
William G. Howard

/S/ Eric A. Balzer
-------------------------       Director                          6-14-02
Eric A. Balzer

/S/ Albert J. Hugo-Martinez
---------------------------     Director                          6-14-02
Albert J. Hugo-Martinez

/S/ Klaus Fleischmann
---------------------------     Director                          6-14-02
Klaus Fleischmann

/S/ Harald Eggers
---------------------------     Director                          6-14-02
Harald Eggers

/S/ William W. Staunton, III
----------------------------    Director and Chief Executive      6-14-02
William W. Staunton, III        Officer

/S/ Greg B. Jones
-------------------------       Director and                      6-14-02
Greg B. Jones                   President-Technology Group

/S/ LuAnn D. Hanson
-------------------------       Chief Financial Officer           6-14-02
LuAnn D. Hanson                 and Vice President of Finance

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