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

/ X /  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2003

                                       OR

/   /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

For the transition period from ----------  to ---------

Commission File Number  0-17739

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock ($.01 par value)
                         -----------------------------
                             (Title of Each Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes  / X /  No  /   /

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<PAGE>
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 /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes  /   /  No  / X /

The aggregate market value of common stock held by non-affiliates of the
registrant as of March 22, 2004 was $44,995,945 based on the closing price of
the Company's common stock as reported on The Nasdaq Stock Market.

As of March 22, 2004, 22,196,264 shares of the Registrant's common stock were
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the 2004 Annual Meeting of
Shareholders are incorporated by reference into Part III.

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<PAGE>
                             TABLE OF CONTENTS
                                                                       Page
                                                                       ----
PART I
     Item 1.  Business . . . . . . . . . . . . . . . . . . . . . . . .   4
     Item 2.  Properties . . . . . . . . . . . . . . . . . . . . . . .  19
     Item 3.  Legal Proceeding . . . . . . . . . . . . . . . . . . . .  19
     Item 4.  Submission of Matters to a Vote of Security Holders  . .  21

PART II
     Item 5.   Market for Registrant's Common Stock and Related
               Stockholder Matters . . . . . . . . . . . . . . . . . .  21
     Item 6.   Selected Financial Data . . . . . . . . . . . . . . . .  23
     Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations . . . . . . . . . .  23
     Item 7A.  Quantitative and Qualitative Disclosures about
               Market Risk . . . . . . . . . . . . . . . . . . . . . .  51
     Item 8.   Financial Statements and Supplementary Data . . . . . .  52
     Item 9.   Changes In and Disagreements with Accountants
               on Accounting and Financial Disclosure  . . . . . . . .  53
     Item 9A.  Controls and Procedures . . . . . . . . . . . . . . . .  53

PART III
     Item 10.  Directors and Executive Officers of the Registrant  . .  54
     Item 11.  Executive Compensation  . . . . . . . . . . . . . . . .  54
     Item 12.  Security Ownership of Principal Stockholders
               and Management  . . . . . . . . . . . . . . . . . . . .  54
     Item 13.  Certain Relationships and Related Management  . . . . .  54
     Item 14.  Principal Accountant Fees and Services  . . . . . . . .  54

PART IV
     Item 15.  Exhibits, Financial Statement Schedules and
               Reports on Form 8-K . . . . . . . . . . . . . . . . . .  54

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<PAGE>
This Annual Report on Form 10-K and certain information incorporated herein
by reference contain forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, and, as such, may involve risks
and uncertainties.  All statements included or incorporated by reference in
this Annual Report on Form 10-K, other than statements that are purely
historical, are forward-looking statements.  Forward-looking statements may
be identified by the use of forward-looking words or phrases such as "will,"
"may," "believe," "expect," "intend," "anticipate," "could," "should,"
"anticipate," "plan," "estimate," and "potential,"  or other similar words.
Forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties that could cause actual results to differ
materially from the results contemplated by the forward-looking statements.

The forward-looking statements in this Annual Report on Form 10-K are subject
to additional risks and uncertainties further discussed under "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Factors that May Affect Future Results" and are based on
information available to the Company on the date hereof.  The Company assumes
no obligation to update any forward-looking statements.  Readers are
cautioned not to place undue reliance on forward-looking statements, which
speak only as of the date of this Annual Report on Form 10-K.  Readers should
also consult the forward-looking statements and risk factors listed from time
to time in the Company's Reports on Forms 10-Q, 8-K, 10-K and in the
Company's Annual Reports to Shareholders.

PART I

The following information should be read in conjunction with the Consolidated
Financial Statements and notes thereto included in this Annual Report on Form
10-K.

Item 1.   BUSINESS

                              COMPANY OVERVIEW

Ramtron International Corporation (Ramtron or the Company) is a fabless
semiconductor company that designs, develops and markets specialized
semiconductor memory and integrated products used by our customers for a wide
range of applications.

Ramtron provides non-volatile ferroelectric random access memory
devices (FRAM), analog and mixed signal products and high-performance dynamic
random access memory (DRAM) modules.  Ramtron's FRAM product portfolio
includes serial and parallel non-volatile memories and analog and mixed
signal integrated semiconductor products which are developed and marketed by
Ramtron International Corporation.  The Company's DRAM products are developed
and marketed through its wholly owned subsidiary, Mushkin Inc.(Mushkin) and
formerly by its 80% owned subsidiary, Enhanced Memory Systems, Inc. (EMS).

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<PAGE>
Our headquarters facility is located at 1850 Ramtron Drive, Colorado Springs,
Colorado 80921, and our website is www.ramtron.com.  Our common stock trades
on the Nasdaq National Market under the symbol "RMTR."  Copies of Ramtron's
Forms 10-K, 10-Q, 8-K and any other documents the Company files with the
Securities and Exchange Commission (SEC) may be obtained at no charge at the
SEC's website (www.sec.gov), the Company's website or directly from the
Company.

Ramtron's FRAM technology integrates ferroelectric materials with standard
semiconductor chip design and fabrication technology to provide nonvolatile
memory and analog and mixed signal products with unique performance
characteristics.  FRAM devices are used in a wide variety of applications in
the metering, computing, automotive, communications, consumer and industrial,
scientific and medical markets.

Mushkin markets and sells high-performance DRAM memory modules through
retail, 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 original equipment manufacturer (OEM)
and end-user personal computer systems.

The Company's EMS subsidiary was involved in the design, development and sale
of high-performance DRAM products targeted to compete with high-speed static
random access memory, known as SRAM.  EMS' products were designed to approach
the performance characteristics of SRAM products but at significantly lower
cost and higher memory storage capacity.  During 2003, the Company determined
it was uneconomical to continue with the development of EMS' products.
Continuing the development of EMS' products would have required significant
additional investment by the Company and it was unlikely EMS would be able to
profitably manufacture and sell its products.  Additionally, in June 2003 EMS
was notified by its primary contract engineering service customers that
collaborative product development programs would be discontinued.  As a
result, the Company will no longer pursue sales or development of EMS' DRAM
products or engineering service revenue.  The Company does intend to pursue
the sale or licensing of EMS' patent portfolio.

The Company's primary source of revenue is from sales of its FRAM and DRAM
module products.  Other revenue sources include funded research and
development programs, licensing and royalties related to its FRAM technology
and intellectual property.  The Company focuses product sales efforts on
unique, high performance applications in its target markets.  Customer funded
research and development program fees are primarily generated through
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 entered into several strategic relationships to develop and
fabricate its FRAM products.  FRAM strategic licensees include Fujitsu, Ltd.
(Fujitsu), Toshiba Corporation (Toshiba), Samsung Electronics Company, Ltd.
(Samsung), Infineon Technologies AG (Infineon), NEC Corporation (NEC) and
Texas Instruments, Inc. (Texas Instruments).

                                   Page-5
<PAGE>
In recent years, Ramtron has 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
(ENEL), a leading Italian utility company.  Initial deliveries into this
program began in 2001 and are expected to continue through at least mid 2005.
This program represented approximately 60%, 74%, and 47% of FRAM product
sales during 2003, 2002 and 2001, respectively.  While there are no order
quantity or schedule guarantees the Company believes, based on volume
projections from ENEL, it will continue to supply approximately two million
units per quarter into this program through mid 2005.

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, these agreements include a license to use the Company's FRAM
technology, and/or, royalties, development assistance and manufacturing
capacity upon commercialization of the technology by the licensee.  Ramtron
has been providing technology development assistance to Texas Instruments
since July 2001.

In 2001, Infineon 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
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.

In 2002, Infineon increased its investment in the Company through the
purchase of a $3 million, convertible debenture that gives Infineon the right
to acquire up to an additional 1,058,630 shares of the Company's common stock
by exercising the conversion features of the debenture and related common
stock warrants issued to Infineon in connection with its purchase of the
debenture.

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.

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<PAGE>
                                  PRODUCTS

BACKGROUND

The memory market is divided into two classes of 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.

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,
or ROM, devices allow limited numbers of write-cycles before wearing out
because of the high stress condition caused by write-cycles.  The devices
also use a high amount 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.

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.  DRAMs are the most widely
used memory device in computing applications today because of their low cost,
large storage capacity, and unlimited random access read/write capability.

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 storage density as compared to DRAM.

FRAM PRODUCTS (Non-volatile)

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 to
include memories integrated with analog and mixed signal functions.  Today,
the Company offers a line of serial and parallel interface FRAM memories and
analog and mixed signal integrated FRAM memories that have distinct
advantages over EEPROM and BBSRAM alternatives.  These products are
fabricated by Fujitsu using the Company's proprietary FRAM technology. The
Company has also licensed its FRAM technology to several other large
semiconductor manufacturers.  During 2003, 2002 and 2001, the Company had
FRAM product sales of $26.6 million, $22.2 million, and $4.5 million,
respectively.

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<PAGE>
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 which may
be sensed as a "1" or a "0" by the integrated circuit.  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 is removed or 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.

FRAM technology provides Ramtron's nonvolatile memory and analog and mixed
signal integrated memory products with unique performance characteristics and
properties.  These products combine data non-volatility with the benefits of
RAM devices including a high number of read and write cycles, high speed for
both read and write functions and low power consumption.  The Company's
analog and mixed signal memory products integrate features such as a real-
time clock, system supervisor, event counter and other commonly needed
peripherals with a standard FRAM memory.

FRAM serial and parallel interface memory products are offered in 4-kilobit,
16-kilobit, 64-kilobit and 256-kilobit densities with selected industry
standard interfaces and industry-standard package types.  Our serial FRAM
products often 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 over EEPROM products
in selected applications.

The Company's parallel interface products compete with battery-backed SRAM
products, 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 FRAM
parallel products include 64-kilobit and 256-kilobit devices with industry
standard interfaces and package types.

The Company has recently introduced analog and mixed signal integrated memory
products with a variety of analog and mixed signal functions combined with a
FRAM memory device on a single chip.  FRAM memory of up to 256-kilobits is
included in these devices.

Analog semiconductor products are integrated circuits that sense, regulate,
control and manage continuously varying voltage and current levels in a
system.  Digital semiconductor products, such as memory or microprocessors,
are integrated circuits that process information that is represented in binary
code as a "0" or "1."  Mixed signal semiconductor products incorporate both
analog and digital circuit functions into a single integrated circuit.

                                   Page-8
<PAGE>
Analog and mixed signal FRAM memory devices are designed to increase
Ramtron's share of a the various semiconductor devices that comprise
electronic systems or products by integrating functions which currently
require the customer to use multiple devices.  Analog and mixed signal
functions Ramtron has integrated with its FRAM memories include data
collection with a time stamp, system reset requirements, notification of
impending power failure, event logging and configuration data storage.  These
new integrated products provide greatly simplified system development and
debug, reduced printed circuit board space required in the application and an
overall cost savings to the customer.

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.  The Company expects to develop new serial, parallel, analog and
mixed signal FRAM memory products in densities up to 1-megabit during 2004.

The Company anticipates increases in its available fabrication capacity
from its foundry partners.  The fabrication and commercialization of FRAM
technology associated with the Company's foundry partners depends primarily
upon the individual foundry's process and product development activities, the
timing and results of which are uncertain.  The Company intends to continue
developing new products suitable to the available fabrication processes of
each of its foundry partners.

The manufacturing costs of FRAM products are presently higher than competing
EEPROM and BBSRAM products. Therefore, the Company focuses its product
development, marketing and sales effort on those applications where the
advantages of the FRAM features outweigh the cost disadvantage or, as in the
case of the Company's mixed signal memory products, we can offer a cost
effective system solution by replacing multiple chips with a single chip
solution.

The Company continues to work to reduce manufacturing costs and increase FRAM
penetration.   During 2001, the Company completed an important step in this
process by successfully developing and manufacturing a one-transistor,
one-capacitor, or 1T/1C, 256-kilobit product fabricated on a 0.5 micron
manufacturing process.  Until late in 2001, FRAM products were built on a 0.5
micron manufacturing process 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.  Another step in our cost
reduction efforts was completed in 2003 with the introduction of a 0.35
micron manufacturing process at the Company's foundry partner, Fujitsu.
Using the 0.35 micron manufacturing process results in approximately 50% more
die per wafer as compared to the 0.5 micron manufacturing process.  A
majority of the Company's new products are expected to be developed using the
0.35 micron manufacturing process.  Legacy products are expected to continue
to be fabricated on the 0.5 micron manufacturing process and will be
evaluated on a case by case basis for migration to the 0.35 micron process.

                                   Page-9
<PAGE>
FRAM MARKETS

The FRAM business unit targets six primary markets including metering,
automotive, computing, industrial, scientific, medical, consumer and
communications.  These markets are large and diverse.  The Company has
identified several target applications in each market segment as shown below.
They include established applications that can benefit from the Company's
technology and this benefit provides an opportunity for the company to engage
customers in close relationships.  The Company believes that an application
and market focus, rather than a commodity memory focus, is key to expanding
the served opportunity and to developing more integrated and competitive
products in the future.

                   FRAM Markets and Selected Applications
                   --------------------------------------
     Meters                          Computing
     ------                          ---------
     Electric, Gas, Water            RAID systems
     Automated Meter Reading         Keyboard, video, mouse switches
     Taxi                            Servers
     Flow                            Network attached storage
     Postage                         Storage area networks
                                     Printers and copiers

     Communications                  Automotive
     --------------                  ----------
     Short message system phones     Restraint systems
     Cell base stations              Smart airbag systems
     DSL line cards                  Body controls
     Portable GPS                    Car radio/DVD/Navigation systems
                                     Instrumentation clusters

     Consumer                        Industrial, Scientific and Medical
     --------                        ----------------------------------
     Plasma TV                       Medical instruments
     LCD TV                          Test equipment
     Set top box                     Motor controls
     Home automation                 RF/ID data logging

DRAM MODULE PRODUCTS (Volatile)

The Company's wholly owned subsidiary, Mushkin, is a supplier of high-
performance DRAM memory modules and other storage products for a wide range
of applications, including personal computing, gaming and networking.
Mushkin's DRAM memory modules are built using components secured through many
of the world's leading DRAM suppliers, such as Samsung and Infineon.  Mushkin
sells its products through direct and retail channels to small personal
computer system manufacturers and end users of personal computer systems
interested in after-market system upgrades.  During 2003, 2002 and 2001, the
Company sold $11.4 million, $16.3 million and $11.5 million, respectively, of
Mushkin products.

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<PAGE>
DRAM MODULE MARKETS

Mushkin's product line targets high performance needs in the commodity, main
memory and storage device market.  While the majority of the main memory and
storage device market is satisfied with the performance of current standard
memory products, a growing segment of the market demands higher performance
memory and storage solutions.  This segment is comprised of both computer
system manufacturers and end users.  The Mushkin products are positioned to
provide performance advantages over standard solutions at slightly increased
cost and are sold through a combination of direct, retail and e-commerce
sales channels.  Examples of applications that use DRAM memory modules and
storage devices are desktop and laptop computers, servers, desktop computers
optimized for gaming activities, digital cameras and MP3 players.

                            CUSTOMERS AND SALES

Product Revenue ($ thousands)

                                2003        2002        2001
                              -------     -------     -------
       FRAM                   $26,593     $22,224     $ 4,541
       DRAM:
         Mushkin               11,446      16,313      11,514
         EMS                      871       1,772       1,158
                              -------     -------     -------
       Total                  $38,910     $40,309     $17,213
                              =======     =======     =======

FRAM Customers.  Sales to ENEL, a leading Italian utility company,
represented 60%, 74% and 47% of FRAM product revenue during 2003, 2002 and
2001, respectively, and is the only FRAM customer that represented greater
than 10% of total FRAM revenue.

FRAM Product Revenue ($ thousands)

                                2003        2002        2001
                              -------     -------     -------
       ENEL                   $15,857     $16,409      $2,150
       Other                   10,736       5,815       2,391
                              -------     -------     -------
       Total                  $26,593     $22,224      $4,541
                              =======     =======     =======

Ramtron expects to continue to expand its product portfolio by introducing
new serial, parallel and analog and mixed signal integrated FRAM products,
make improvements in reducing FRAM product manufacturing costs and expand its
manufacturing capacity with strategic partners to further penetrate existing
customers and markets and to develop new customers.

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<PAGE>
As is typical in the semiconductor industry, FRAM 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.

DRAM Module Sales.  Fry's Electronics represented approximately 50% and 41%
of total Mushkin revenues for 2003 and 2002, respectively, and is the only
Mushkin customer that represented greater than 10% of total Mushkin revenue.
During 2003, approximately 76% of Mushkin sales were through direct and
retail sales channels, while 24% were sold through e-commerce channels.

On a consolidated basis, export sales as a percentage of total sales were
67%, 47%, and 23% for the years 2003, 2002 and 2001, respectively.  The
increase in export sales as a percentage of total sales is primarily the
result of increasing FRAM product sales primarily to Europe, Asia and Japan,
in part, because of increased offshore manufacturing activity by U.S.
companies.  The Company also believes Europe, Asia and Japan are early
adopters of new technologies.

Sales Channels.  The Company markets its products through manufacturers
representatives and electronics 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 full-time sales and marketing personnel in the United States,
Japan, Europe, Hong Kong and China.  Ramtron has distribution and/or
representation relationships with more than 60 companies world-wide, with an
emphasis in North America, Europe, Japan and Asia.

                                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.

                                   Page-12
<PAGE>
                                MANUFACTURING

Ramtron is a fabless semiconductor manufacturer.  The Company's manufacturing
strategy is to develop and design new products internally 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 DRAM module products in commercial volumes.  Under the fabless business
strategy, Ramtron will continue to be dependent on other manufacturers for
the manufacture of FRAM and DRAM module products.

FRAM Manufacturing.  Although Ramtron has entered into license agreements
with Fujitsu, Rohm, Toshiba, Infineon and Texas Instruments that provide for
the development and/or manufacture of FRAM products, Fujitsu is currently the
sole supplier of FRAM products to the Company.  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 fabrication of FRAM products at Ramtron's
Colorado Springs facility ceased at the end of the first quarter in 1999.

The Company and Fujitsu entered into a contract manufacturing agreement,
whereby Fujitsu has agreed to supply the Company's FRAM products.  Fujitsu is
required to notify the Company at least 2 years in advance of any change in
its ability, or intention, to continue manufacturing the Company's FRAM
products.  Any changes in Fujitsu's ability to manufacture the Company's FRAM
products could have a material adverse effect on the Company's business.

Additionally, the Company has a manufacturing agreement with Rohm that is not
currently active.  The Company has not yet negotiated foundry supply
agreements with 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 foundry
partners will achieve commercial manufacturing capability in a timeframe
sufficient to meet the Company's capacity requirements, or at all.

DRAM Module Manufacturing.  Mushkin secures DRAM component parts and storage
devices from leading DRAM manufacturers and subcontracts, to third parties,
its memory module assembly and test operations.

Under its fabless business strategy the Company will continue to be dependent
on other manufacturers for the manufacture of FRAM and DRAM module products.
The Company's business may be adversely affected by the unavailability of an
individual foundry partner's capacity from time to time.  This risk is
particularly significant due to the current dependence on only one
manufacturer, Fujitsu, for the supply of FRAM products to the Company.  The
Company believes that the raw materials and services required for the
manufacture of its products at its manufacturing foundry partners are readily
available from multiple sources.

                                   Page-13
<PAGE>
As is customary in the semiconductor industry, Ramtron subcontracts 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.  While such subcontracted functions offer
significant economic benefits, 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 limited volume of production.  In
addition, the Company is exposed to all of the risks associated with using
foreign subcontractors.  The Company actively manages these subcontracted
operations to minimize any associated risks.

                         RESEARCH AND DEVELOPMENT

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.  The Company intends to continue to leverage and expand
its technological and engineering expertise to develop new proprietary
technologies and to further expand its serial, parallel and analog and mixed
signal FRAM product offerings to target metering, computing, communications,
automotive, consumer, industrial, scientific and medical applications.

Ramtron will continue to make significant additional investments in research
and development of additional FRAM technologies and products.  Current
research and development activities are focused on expanding the Company's
product offerings of the FRAM business segment.  The Company also continues
limited investment in ferroelectric materials and process technology
development in its Colorado Springs facility.

Additionally, Ramtron seeks to maintain its leadership role in FRAM
technology development by working in cooperation with the world's leading
semiconductor manufacturers to further the development of Ramtron's
proprietary FRAM technology.  Ramtron maintains a preference for partners
that serve our strategic interest by providing complementary technology,
production capacity, or market access.  Ramtron has license and/or
development agreements with Fujitsu, Rohm, Toshiba, Infineon, Samsung, NEC
and Texas Instruments.

Ramtron entered into a FRAM technology license and development agreement with
Texas Instruments in August 2001.  Ramtron and Texas Instruments are working
together to create, evaluate and demonstrate low-voltage, nonvolatile
embedded FRAM technology at technology process nodes of 0.13 micron and
below.  Under this agreement Ramtron receives license and development fees
for a license to the Company's FRAM technology and technical development
services.

                                   Page-14
<PAGE>
Approximately 26 of the Company's employees are engaged in research and
development.  In addition, manufacturing personnel are involved in research
and development through efforts to increase the manufacturing yields of our
products.  Ramtron invested approximately $9.4 million in 2003, $11.8 million
in 2002 and $16.7 million in 2001, in new product and technology development.
Included in such research and development expenses is customer-sponsored
research and development expenditures of approximately $1.8 million in 2003,
$2.1 million in 2002 and $2.4 million in 2001.

                                 COMPETITION

The semiconductor memory industry is intensely competitive.  All of the
Company's FRAM and DRAM module 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.  In addition, the Company's
foundry partners are not prohibited from selling products that compete
directly with the Company's products.

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, nonvolatile 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 N.V. and
by specialized product companies, like Atmel Corporation.  In addition, there
are a variety of fabless semiconductor companies, including Xicor, Inc. and
Catalyst Semiconductor, Inc.

Using the Company's FRAM technology, Ramtron introduces product performance
as a 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, executing a strategy of
targeting applications where the FRAM feature advantages offset higher
product prices.  One result of this strategy is a smaller market than the
total commodity 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.

In addition to performance, we also face competition from industry standard
products with multiple sources, where the basis for competition is price,
availability, customer relationships, quality and customer service.  Ramtron
faces intense competition based on these factors.

                                   Page-15
<PAGE>
Ramtron's licensees may market products, which compete with the Company's
FRAM products.  Most of Ramtron's licensees have the right to manufacture and
sell FRAM for their own account.  For example, as part of the Company's
agreements with Rohm, Toshiba, Fujitsu, 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.  Most of these license agreements
provide for the continuation of the license rights to Ramtron's technology
and know-how after expiration or termination of the agreements on a royalty-
bearing or royalty-free basis.

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 DRAM module
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 DRAM module 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 its FRAM or DRAM module 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.

                                   Page-16
<PAGE>
                        PATENTS AND PROPRIETARY RIGHTS

Patents and trade secrets owned by the Company provide a defense against
competitors introducing infringing products that will compete with the
Company's FRAM and 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 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 for the possible use
by the Company, and certain of its licensees through available sublicense
rights, for ferroelectric technology that may have been developed by
Symetrix.  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 holds 146 unexpired United States patents covering certain
aspects of its products and technology.  Such patents will expire at various
times between November 2004 and June 2021.  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 22 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
28 unexpired foreign patents and has 19 foreign patent applications pending.
A number of the pending foreign patents will, upon issuance, be jointly owned
by the Company and 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.

                                   Page-17
<PAGE>
The Company believes its inventions are of fundamental importance to its
business 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.

                             EXECUTIVE OFFICERS

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

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

William W. Staunton    56    Director, Chief Executive Officer
Greg B. Jones          56    Director, President-Technology Group
LuAnn D. Hanson        44    Chief Financial Officer, Vice President of
                             Finance and Corporate Secretary

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 Corp 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.

                                   Page-18
<PAGE>
In February 2000, Ms. Hanson was named Chief Financial Officer and Vice
President of Finance.  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.  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 is a certified public accountant and 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.

                                  EMPLOYEES

The Company has 84 employees, including 14 in management and administration,
26 in research and development, 22 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 Non-statutory
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 currently have employment contracts or post-
employment non-competition agreements with the Company.  The Company believes
that its employee relations are good.

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 (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

                                   Page-19
<PAGE>
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 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.  In November 2002, the Patent
Office informed the Company and National that it will not change its August
2001 decision.  In December 2002, the Company appealed this decision to the
District Court of the District of Columbia.

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

                                   Page-20
<PAGE>
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 2003.

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 2003 and 2002 ranges of the high and low closing sales prices for the
common stock as reported on The Nasdaq Stock Market.

                                                      High         Low
                                                     ------       ------
2003
----
First Quarter  . . . . . . . . . . . . . . . . . .   $3.26        $1.58
Second Quarter . . . . . . . . . . . . . . . . . .   $2.69        $1.75
Third Quarter  . . . . . . . . . . . . . . . . . .   $2.93        $2.00
Fourth Quarter . . . . . . . . . . . . . . . . . .   $2.82        $2.18

2002
----
First Quarter  . . . . . . . . . . . . . . . . . .   $4.74        $2.75
Second Quarter . . . . . . . . . . . . . . . . . .   $3.87        $1.70
Third Quarter  . . . . . . . . . . . . . . . . . .   $3.54        $1.80
Fourth Quarter . . . . . . . . . . . . . . . . . .   $4.38        $1.82

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 22, 2004, the last reported sale of the Company's common stock was
$2.79 per share.  As of March 22, 2004, there were approximately 2,171 record
holders of the Company's common stock.

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.

                                   Page-21
<PAGE>
The following table summarizes information as of December 31, 2003, relating
to equity compensation plans of the Company pursuant to which common stock is
authorized for issuance:

                     Equity Compensation Plan Information
                     ------------------------------------
                    Number of
                   securities            Weighted-
                     to be                average
                   issued upon           exercise             Number of
                   exercise of           price of             securities
                   outstanding          outstanding       remaining available
                    options,             options,         for future issuance
                  warrants and         warrants and           under equity
Plan category        rights               rights           compensation plans
-------------     ------------         ------------       -------------------
Equity
compensation
plans approved
by security
holders             4,095,994              $5.79                827,509

Equity
compensation
plans not
approved by
security
holders(1)            448,713              $3.85                 34,882
                    ---------                                   -------
Total               4,544,707              $5.61                862,391
                    =========                                   =======
-----------

(1)  On August 17, 1999, the Board of Directors of the Company adopted the
     1999 Stock Option Plan under which a total of 700,000 shares of the
     Company's Common Stock were authorized for issuance pursuant to the
     exercise of stock options granted there under.  The exercise price of
     all non-qualified stock options must be equal to at least 95% of the
     fair market value of the common stock on the date of grant 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
     grant.  Directors and officers of the Company are not eligible to
     participate in the 1999 Plan.

                                   Page-22
<PAGE>
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,
                             2003      2002      2001      2000      1999
                           --------  --------  --------  --------  --------
                               (in thousands, except per share data)

Revenue                    $42,399   $50,545   $22,856   $26,079   $24,871
Gross margin, product
   sales(1)                 14,278    12,029     2,835     6,263     3,992
Operating loss              (8,177)   (1,300)  (20,970)  (12,925)   (5,825)
Net loss applicable
  to common shares          (9,505)   (1,923)  (33,151)  (14,497)   (2,035)
Net loss per share
  basic and diluted          (0.43)    (0.09)    (1.57)    (0.88)    (0.16)

Working capital              7,197    11,502     4,112     6,943     7,285
Total assets                29,645    40,942    35,819    38,362    29,380
Total long-term debt         3,035     5,728        --     6,314     5,766
Redeemable preferred stock      --        --     1,078       920       914
Stockholders' equity        11,042    20,154    19,039    21,501    13,323
Cash dividends per
  common share(2)               --        --        --        --        --
----------

(1)  Includes provision for inventory write-off of $1,554,000 in 2003,
     $246,000 in 2002, $912,000 in 2001, $125,000 in 2000 and $1,178,000
     in 1999.

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

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

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" within the meaning of Section 21E of the Securities and Exchange
Act of 1934, and, as such, are based on current expectations and are subject

                                   Page-23
<PAGE>
to certain risks and uncertainties.  The reader should not place undue
reliance on these forward-looking statements for many reasons
including those risks discussed under "Factors that May Affect Future
Results" and elsewhere in this document.  Forward-looking statements may be
identified by the use of forward-looking words or phrases such as
"will," "may," "believe," "expect," "intend," "anticipate," "could,"
"should," "anticipate," "plan," "estimate," and "potential,"  or other
similar words.

               CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements requires the Company to make
estimates and judgments that affect the reported amounts of assets,
liabilities, revenue 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.
The Company's significant accounting policies are discussed in Note 1 of the
Notes to Consolidated Financial Statements; critical estimates inherent in
these accounting policies are discussed in the following paragraphs.

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 when it is unable to make a
reasonable estimate of product returns due to insufficient historical product
return information.  The revenue recorded is dependent upon estimates of
expected customer returns and sales discounts.

Revenue from licensing programs is recognized over the period the Company is
required to provide services under the terms of the agreement.  Revenue 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 longer licensing period.  The
revenue recorded by the Company in each reporting period is dependent upon
estimates regarding the cost of projects and the achievement of milestones.

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

The Company records 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.

                                   Page-24
<PAGE>
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS.  While the Company maintains a
stringent credit approval process, significant judgments are made by
management in assessing our customers' ability to pay at the time of
shipment.  Despite this assessment, from time to time, our customers are
unable to meet their payment obligations.  We continue to monitor our
customers' credit worthiness, and use our judgment in establishing the
estimated amounts of customer receivables which will ultimately not be
collected.  A significant change in the liquidity or financial position of
our customers could have a material adverse impact on the collectibility of
our accounts receivable and our future operating results.

INVENTORY VALUATION.  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.

LONG-LIVED ASSETS.  The Company reviews the carrying values of its long-lived
assets 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, 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.  The
estimated future cash flows are based upon, among other things, assumptions
about expected future operating performance and may differ from actual cash
flows.  During 2003, the Company recorded $1.7 million of intangible asset
impairments related to its EMS subsidiary.  These impairments were the result
of changing business conditions that decreased the likelihood that certain
intangible assets would provide sufficient cash-flows to support the
historical cost valuations.  The fair values were determined by obtaining
an appraisal from an independent consulting firm specializing in such
valuations.  There can be no assurance that future long-lived asset
impairments will not occur.

GOODWILL.  Goodwill represents the excess of the purchase price over the fair
value of identifiable net tangible and intangible assets acquired in a
business combination.  Goodwill is required to be tested for impairment
annually, or more frequently if events or changes in circumstances indicate
that goodwill may be impaired.  The Company performed its annual goodwill
impairment testing as of December 31, 2002, and determined that no
impairments existed at that date.  However, due to changing business
conditions in its Mushkin business unit the Company performed an additional
goodwill impairment test as of June 30, 2003 and recorded a $3.8 million
impairment charge(see Note 4 of the Notes to Consolidated Financial
Statements).  At December 31, 2003, the Company completed its annual analysis
of the fair value of its goodwill and determined there was no impairment of

                                   Page-25
<PAGE>
its goodwill.  This assessment requires estimates of future revenue,
operating results and cash flows, as well as estimates of critical valuation
inputs such as discount rates, terminal values and similar data.  The Company
will continue to perform periodic and annual impairment analyses of goodwill
resulting from its acquisitions.  As a result of such impairment analyses,
impairment charges may be recorded and may have a material adverse impact on
the financial position and operating results of the Company.  Additionally,
the Company may make strategic business decisions in future periods which
impact the fair value of goodwill, which could result in significant
impairment charges.  There can be no assurance that future goodwill
impairments will not occur.

DEFERRED INCOME TAXES.  The Company records deferred tax assets and
liabilities for the estimated future tax effects of temporary differences
between the tax basis of assets and liabilities and amounts recorded in the
consolidated financial statements, and for operating loss and tax credit
carryforwards.  Realization of the recorded deferred tax assets is dependent
upon the Company generating sufficient taxable income in the appropriate tax
jurisdiction in future years to obtain benefit from the reversal of net
deductible temporary differences and from tax credit and operating loss
carryforwards.  A valuation allowance is provided to the extent that
management deems it more likely than not that the net deferred tax assets
will not be realized.  The amount of deferred tax assets considered
realizable is subject to adjustment in future periods if estimates of future
taxable income are changed.

                           RESULTS OF OPERATIONS

OVERVIEW

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 DRAM products. Revenue has been
derived from the sale of the Company's FRAM and 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 revenue
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.

The Company's total revenue was $42.4 million, $50.5 million and $22.9
million for 2003, 2002 and 2001, respectively.

For 2003, 2002 and 2001, FRAM product sales represented approximately 68%,
55% and 26% of total product sales revenue, respectively; EMS product sales
accounted for 2%, 4% and 7%, respectively; while Mushkin product sales
represented 30%, 41% and 67% for the same periods.  During these periods,
product sales revenue accounted for approximately 92%, 80% and 75%,
respectively, of total revenue, the remainder of which was generated
principally from license and development fees, royalties and customer-
sponsored research and development revenue.

                                   Page-26
<PAGE>
FRAM product sales have become the dominate source of revenue for the Company
as a result of an expansion of the FRAM customer base, deeper penetration of
existing customers, an expanding FRAM product portfolio and our participation
in the utility meter replacement program at ENEL, a leading Italian utility
company, which is replacing 27,000,000 utility meters in Italy.  The ENEL
program began in late 2001 and is expected to continue until mid 2005.
Ramtron has been generating average quarterly revenue of approximately $4
million related to this program since the beginning of 2002.  We expect this
program to continue to generate revenue of approximately $4 million per
quarter until mid 2005.  In addition, the Company has been able to
significantly increase revenue from other FRAM customers during each of the
last three years with non-ENEL product revenue totaling approximately $10.7
million, $5.8 million and $2.4 million in 2003, 2002 and 2001, respectively.

Mushkin revenue for 2003, 2002 and 2001 was approximately $11.4 million,
$16.3 million and $11.5 million, respectively.  During this period, Mushkin's
business transitioned from generating revenue predominately from
e-commerce sources to a business with a substantial retail presence by
distributing its products through Fry's Electronics.  Currently Fry's sales
represent approximately 50% of Mushkin's annual revenue.  Also, during the
latter part of 2002, Mushkin began to focus on lower volume, higher margin
sales opportunities to improve its overall financial performance.  This had
the effect of reducing revenue but improving net income (exclusive of
goodwill impairment charges) in 2003.

The Company's costs and expenses were $50.6 million in 2003, compared with
$51.8 million in 2002 and $43.8 million in 2001.

Cost of product sales as a percentage of product sales (exclusive of
provisions for inventory write-offs) was 59%, 69% and 78% for 2003, 2002 and
2001, respectively.  Correspondingly, gross margin rates were 41% for 2003
compared with 31% in 2002 and 22% in 2001.  The improvements in gross margin
rates have resulted primarily from a change in sales mix.  FRAM product sales
began to be the dominant source of revenue in 2002 and FRAM product sales
generate significantly higher margin rates than Mushkin product sales.  In
addition, the Company has been able to reduce its cost of FRAM manufacturing
through a combination of price reductions from its wafer supplier and
subcontract assembly and test suppliers and also through a more economical
FRAM cell structure that reduced the size of each unit produced for the ENEL
program by approximately 50%, improving margins for its FRAM segment.  FRAM
product gross margins during 2003 were 51%, compared with 43% in 2002 and 22%
in 2001. Mushkin product gross margins during 2003 were 17%, compared with
12% in 2002 and 20% in 2001.  Mushkin margin improvements in 2003 as compared
to 2002 are primarily the result of improved average selling prices for
Mushkin's products.

                                   Page-27
<PAGE>
Research and development expenses, including customer sponsored research and
development, were $9.4 million in 2003, compared with $11.8 million in 2002
and $16.7 million in 2001.  The changes in research and development expenses
are primarily related to an increased allocation of FRAM engineering
resources to manufacturing support activities as product revenue increased
and reduced product development expenses at the Company's EMS subsidiary.
During 2003, 2002 and 2001, EMS was engaged in product development programs
with Cypress Semiconductor Corporation, Hewlett Packard and Infineon,
incurring significant expenses for contract design support, photomask and
wafer costs to support these programs.  In the second quarter of 2003, the
Company determined it was uneconomical to continue with the development of
EMS' products due to significant future engineering costs required to bring
its products to market and uncertainty related to its ability to manufacture
products profitably and achieve sufficient market penetration.  Additionally,
in June 2003, EMS was notified by its primary contract engineering service
customers that collaborative product development programs would be
discontinued.  As a result, the Company will no longer pursue sales or
development of EMS' DRAM products.

Sales, general and administrative expenses were $11.0 million, $11.8 million
and $12.8 million for 2003, 2002 and 2001, respectively.  Decreases in these
expenses from 2002 to 2003 are primarily the result of on-going cost
reduction activities which reduced salary, employee benefit and travel
expenses.  The decrease of $1.0 million from 2001 to 2002 is primarily
attributable to new accounting standards that eliminated the amortization of
goodwill beginning January 1, 2002.

Specific charges and impairments reflect costs incurred from strategic
actions implemented by the Company to restructure its operations and costs
due to asset dispositions and impairments.  Such charges totaled $6.7 million
in 2003 and $12.3 million in 2001.  The actions taken during 2003 and 2001
are as follows:

  - During the second quarter of 2003, the Company announced its intention
    to realign operations of its EMS subsidiary, improving operational
    efficiency and concentrating the Company's resources on its FRAM
    product business.  In April 2003, as part of the realignment, EMS
    reached an agreement with Hewlett Packard, its principal customer, to
    release the Company from future development and engineering costs and
    product delivery requirements.  The original terms of the development
    contract, which included product sales upon the completion of the
    product development phase of the contract, would have been financially
    unfavorable to the Company given the contractual selling price of the
    product relative to present and expected wafer foundry and
    manufacturing costs.  Under its revised agreement with Hewlett Packard,
    EMS expected to provide contract engineering and design services in
    support of the joint product development program for an additional six
    to twelve months.  However, in June 2003, Hewlett Packard notified the
    Company its engineering services would not be required beyond July 31,
    2003. EMS also generated revenue from the product development program

                                   Page-28
<PAGE>
    it entered into with Infineon.  In June 2003, Infineon decided not to
    market the product EMS was developing for it.  As a result of the
    changes in the Hewlett Packard and Infineon engineering services
    agreements, the Company will no longer pursue product or service
    revenue related to EMS' DRAM technology.  Specific charges related to
    these events totaled $2.9 million for the write-down of excess
    and obsolete inventory, intellectual property and manufacturing process
    technology rights.

  - A sustained downturn in DRAM market conditions resulted in lower than
    expected actual and projected revenue and profitability of Mushkin
    during the first half of 2003.  Because the Company believed the
    downturn was likely to continue to cause lower than expected sales and
    profitability for some time into the future the Company believed it was
    appropriate to review the fair value of goodwill related to Mushkin.
    The result of the Company's review was a charge of $3.8 million for
    impairment of goodwill during 2003.

  - During 2001, the Company recorded a loss of $11.4 million on the
    disposition of 443,488 shares of Infineon common stock owned by the
    Company, consisting of all the shares obtained through a share purchase
    agreement with Infineon dated December 14, 2000.

  - During 2001, the Company recorded charges totaling $912,000 for excess
    and obsolete inventories, of which $450,000 related to its FRAM
    products and $462,000 related to EMS products.

As a result of the Company's limited revenue as compared to its substantial
ongoing product research and development and other costs, 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.  Net losses for 2003, 2002 and 2001 are $9.5 million,
$1.8 million and $33.0 million, respectively.

RESULTS OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 2003 AS COMPARED TO 2002

REVENUE.  Total revenue for 2003 decreased $8.1 million, or 16% from 2002.

Revenue from product sales decreased $1.4 million, or 3%, from 2002.  FRAM
product revenue for 2003 increased $4.4 million to $26.6 million, from 2002.
Increased FRAM product revenue is primarily attributable to increased
shipments to non-ENEL customers.  During 2003, approximately 60% of FRAM
product revenue was attributable to the ENEL program.  The Company expects
the ENEL component of its revenue during 2004 will remain a significant
portion of total FRAM product revenue. Additionally, the Company recorded
revenue of approximately $950,000 related to a change in our estimate of
returns from distributors during 2003.  The Company historically recorded all
shipments to distributors as deferred revenue until shipped to the end
customer because the Company did not believe it had adequate historical data

                                   Page-29
<PAGE>
to make a reasonable estimate of the amount of future returns as required
under Statement of Financial Accounting Standard No. 48 ("FAS No. 48"),
"Revenue Recognition When Right of Return Exists."  During the first quarter
of 2003, the Company concluded that it had sufficient shipment and return
experience to allow for the recognition of revenue on shipments to certain
distributors at the time of shipment, along with a reserve for estimated
returns.  Accordingly, during the first quarter of 2003, the Company
recognized an additional $950,000 in product sales revenue that would have
been deferred prior to this change in estimate.  The impact on gross margins
from this additional revenue was approximately $450,000 during 2003.

Product revenue at our Mushkin business unit for 2003 was $11.4 million, a
decrease of $4.9 million, or 30%, as compared to 2002.  Decreases in Mushkin
product revenue is the result of focusing on lower volume, higher margin
sales opportunities to improve its overall financial performance, reducing
revenue but improving net income.  Additionally, during the first quarter of
2003, Mushkin recognized $311,000 of revenue related to a change in the
estimated amount of distributor product returns as discussed above.  The
impact on gross margins from this additional revenue was approximately
$40,000 in 2003.

Product revenue at the Company's EMS subsidiary was $871,000 and $1.8
million for 2003 and 2002, respectively.  As discussed above, during 2003,
the Company realigned the operations of its EMS subsidiary and will no longer
pursue product or service revenue related to EMS' DRAM technology.

License and development fees for 2003 were $498,000, as compared to $6.8
million for 2002.  The decline of $6.3 million resulted from recognizing the
remaining revenue related to the Company's Texas Instruments FRAM license and
development agreement during 2002.  The Company continues to work with Texas
Instruments on a customer sponsored research and development basis.

The Company recognized royalty revenue of $480,000 in 2003.  In 2002,
$398,000 of royalty revenue was recognized.  Such royalty income was
primarily attributable to FRAM licensing agreements with existing licensees.

Customer-sponsored research and development revenue during 2003 is primarily
attributable to the Company's FRAM technology development program with Texas
Instruments and DRAM product development programs with Hewlett Packard and
Infineon.  The Company recognized customer-sponsored research and development
revenue of $2.5 million and $3.0 million 2003 and 2002, respectively.  The
amount of customer sponsored research and development revenue recognized
during a given quarter is dependent on the specific programs the Company is
working on, the development stage of each program, the costs incurred during
the quarter and the amount of work remaining to complete the program.
Customer funded research and development revenue in future periods is
expected to decline as a result of the completion of the Hewlett Packard and
Infineon product development programs.

                                   Page-30
<PAGE>
GROSS MARGINS AND COST OF SALES (Excluding provision for inventory write-down
- See "Provision For Inventory Write-down" for additional information.)
Overall gross margins and cost of product sales as a percentage of product
revenue during 2003 were 41% and 59%, respectively.  Gross margins associated
with the Company's FRAM products increased from 43% in 2002, to approximately
51% in 2003.  FRAM gross margins improved as the Company improved
manufacturing yields, shipped a more economical version of the product used
in the ENEL metering program and realized cost reductions at the Company's
subcontract manufacturers.  Gross margin as a percentage of product revenue
at our Mushkin subsidiary increased to 17% in 2003, as compared to 12% in
2002.  Mushkin margin improvements are primarily the result of improved
average selling prices for Mushkin's products.

PROVISION FOR INVENTORY WRITE-DOWN.  During 2003, the Company recorded
provisions for excess and obsolete inventory of $1.6 million compared to
$246,000 during the same period of 2002.  The 2003 charge is primarily
related to the realignment of the Company's EMS business due to poor market
conditions and the high costs of developing EMS' new products.  As a result,
the Company believes it is unlikely existing inventories at EMS can be sold.
Including these charges, overall gross margins as a percentage of revenue in
2003 were 37% compared to 30% in 2002.  During 2003, the expenses recorded
for excess and obsolete FRAM inventories which are not included in cost of
product sales is $278,000.  Including these charges, FRAM gross margins as a
percentage of revenue in 2003 were 51% compared to 43% in 2002.  The Company
also recorded $1,276,000 of inventory write-downs for excess and obsolete EMS
inventories in 2003.

RESEARCH AND DEVELOPMENT.  Combined research and development expenses for
2003 decreased $2.4 million to $9.4 million, a decrease of 20%, as compared
with the same period in 2002.  This decline is primarily due to decreased
costs related to the development of new products at the Company's EMS
subsidiary.

SALES, GENERAL AND ADMINISTRATIVE EXPENSES.  Sales, general and
administrative expenses for 2003 of $11.0 million decreased $747,000, as
compared the same period in 2002, primarily due to on-going cost reduction
activities which reduced salary, employee benefits and travel expenses.

IMPAIRMENT OF GOODWILL. As previously discussed, a mid-year review of
goodwill associated with the Company's Mushkin subsidiary resulted in a
charge of $3.8 million for impairment of goodwill in 2003.  In calculating
the impairment charge, the fair value was estimated using a discounted cash
flow methodology and market comparisons.  There can be no assurance that
future goodwill impairments will not occur.

IMPAIRMENT OF INTANGIBLE ASSETS.  As discussed above, during 2003, the
Company realigned its EMS subsidiary and will no longer pursue sales or
development of EMS' DRAM products.  This caused the Company to review the
valuation of EMS' intangible asset portfolio and resulted in the recording of
impairment charges of $1.7 million to adjust the asset carrying values to
their estimated fair value at June 30, 2003.  The fair values were determined
by obtaining an appraisal from an independent consulting firm specializing in
such valuations.  There can be no assurance that future long-lived asset
impairments will not occur.

                                   Page-31
<PAGE>
INTEREST EXPENSE, RELATED PARTY.  Related party interest expense increased
$178,000 to $486,000 for 2003, as compared to 2002, primarily due to
increases in interest expense related to the convertible debenture issued to
Infineon in March 2002.

INTEREST EXPENSE, OTHER.  Other interest expense increased $319,000 to
$879,000 for 2003, primarily due to interest expense related to convertible
debentures issued to Halifax Fund, L.P. (Halifax) and Bramwell Capital
Corporation (Bramwell) in April 2002 and minimum interest charges related to
the Company's credit facility with Wells Fargo Business Credit, Inc. (Wells
Fargo).

RESULTS OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 2002 AS COMPARED TO 2001

REVENUE.  Total revenue for 2002 increased $27.7 million, or 121%, from 2001.

Revenue from product sales increased $23.1 million, or 134%, from 2001.  FRAM
product revenue for 2002 increased $17.7 million to $22.2 million, from 2001.
Increased FRAM product revenue is primarily attributable to increased
shipments into the ENEL utility meter program as this program moved to
full production in early 2002.  During 2002, approximately 74% of FRAM
product revenue was attributable to the ENEL program.

Product revenue at our Mushkin business unit for 2002 was $16.3 million, an
increase of $4.8 million, or 42%, as compared to 2001.  Increases in Mushkin
product revenue are primarily attributable to progress in penetrating larger
accounts through the addition of direct sales staff.  This strategy improved
revenue but had a negative impact on gross margins and overall profitability.

EMS product revenue for 2002 increased $614,000, as compared to 2001.  Low
product sales volume is the result of the Company's 4-megabit product line
reaching end-of-life.  The Company is no longer manufacturing its 4-megabit
product and sold substantially all of its remaining inventories of these
products during 2002.

License and development fees for 2002 were $6.8 million, as compared to $2.7
million for 2001.  This increase is primarily related to a FRAM licensing and
technology development program with Texas Instruments, Inc. that began in
July 2001.

The Company recognized royalty revenue of $398,000 in 2002.  In 2001,
$295,000 of royalty revenue was recognized.  Such royalty income was
primarily attributable to FRAM licensing agreements with existing licensees.

                                   Page-32
<PAGE>
Customer-sponsored research and development revenue for 2002 increased
$365,000 to $3.0 million as compared to the same period in 2001.  This
increase resulted primarily from EMS' product development programs with
Cypress Semiconductor, Hewlett Packard and Infineon.  The amount of
customer sponsored research and development revenue recognized during a given
period is dependent on the specific programs the Company is working on, the
development stage of each program, the costs incurred during the period and
the amount of work remaining to complete the program.  For 2002, profit
related to customer funded research and development revenue totaled
$927,000 as compared to $206,000 during 2001.  This improvement was primarily
attributable to a reduction in the estimated costs to complete our product
development contract with Hewlett Packard and may not be representative of
profit margins on customer funded research and development revenue to be
recognized in future periods.

GROSS MARGINS AND COST OF SALES (Excluding provision for inventory write-down
- See "Provision For Inventory Write-down" for additional information.)
Overall gross margins and cost of product sales as a percentage of product
revenue during 2002 were 31% and 69% respectively, compared with overall
gross margins of 22% and cost of sales of 78% for 2001.  Gross margins
associated with the Company's FRAM products improved to 43% from 19% in 2001.
FRAM gross margins improved as the Company improved manufacturing yields,
shipped a more economical version of the product used in the ENEL metering
program and realized cost reductions at the Company's subcontract
manufacturers.  EMS' gross margins decreased from 51% to 41% in 2002.  Gross
margins as a percentage of product revenue at our Mushkin subsidiary
decreased to 12% in 2002 as compared to 20% in 2001.  This decrease was the
result of sustained price decreases in the DRAM industry and a focus on high
volume, low margin sales opportunities during the first half of 2002.

PROVISION FOR INVENTORY WRITE-DOWN.  During 2002, the Company recorded
provisions for excess and obsolete inventory of $246,000 compared to $912,000
during the same period of 2001.  Overall gross margins including these
charges were 30% in 2002 compared to 16% in 2001. During 2001, the Company
recorded expenses of $450,000 for excess and obsolete FRAM inventories which
are not included in cost of product sales.  Including this charge, FRAM gross
margins as a percentage of revenue were 43% in 2002 and 9% in 2001.  The
Company also recorded $462,000 of inventory write-downs for excess and
obsolete EMS inventories. Including this charge, EMS' gross margins as a
percentage of revenue in 2001 was 11%.

RESEARCH AND DEVELOPMENT.  Combined research and development expenses for the
year 2002 decreased $4.8 million to $11.8 million, a decrease of 29% as
compared with the same period in 2001.  This decrease was primarily due to
decreased contract design support services, photo mask and wafer costs for
the development of EMS DRAM products, and an increased allocation of
FRAM engineering resources to manufacturing activities.

SALES, GENERAL AND ADMINISTRATIVE EXPENSES.  Sales, general and
administrative expenses for 2002 decreased $1.0 million to $11.8 million, a
decrease of 8% as compared to the same period in 2001.  This decrease was
primarily attributable to new accounting standards that eliminated the
amortization of goodwill beginning January 1, 2002.  During 2002 and 2001,
the Company recorded $0 and $1.5 million, respectively, of goodwill
amortization.

                                   Page-33
<PAGE>
INTEREST EXPENSE, RELATED PARTY.  Related party interest expense in 2002
decreased $874,000, to $308,000, primarily due to the November 2001
retirement of the Company's credit facility with the National Electrical
Benefit Fund.  Related party interest expense in 2002 results from interest
charges related to a convertible debenture issued to Infineon in March 2002.

INTEREST EXPENSE, OTHER.  Other interest expense increased $524,000 in 2002
primarily due to interest expense related to the convertible debentures
issued to Halifax and Bramwell on April 1, 2002.

LOSS ON DISPOSITION OF MARKETABLE EQUITY SECURITIES.  During 2001, the
Company sold 443,488 shares of Infineon common stock owned by the Company,
consisting of all of the shares obtained through the share purchase agreement
with Infineon dated December 14, 2000. During 2001, the Company recorded a
loss of $11.4 million on the disposition and impairment of these securities.
No such losses occurred in 2002.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, because revenue generated from operations and licensing
has been insufficient to fund operations, the Company has depended on its
ability to raise equity capital through private placements of stock and
borrowings under debt instruments.

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 of the debt into 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.

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 acquire 4,430,005 shares of the Company's common
stock, the equivalent of 20% of the Company's then outstanding common shares.
In exchange for this ownership position, Ramtron received $10 million in cash
and 443,488 shares of Infineon's common stock.  All 443,488 Infineon shares
were sold by the Company during 2002, generating approximately $8.6 million
in cash.

                                   Page-34
<PAGE>
In March 2002, the Company issued $8.0 million of 5 year, 5% fixed rate,
convertible debentures to Infineon, Halifax, managed by The Palladin
Group, L.P. and Bramwell, managed by Cavallo Capital.  The debentures are
convertible into the Company's common stock at a fixed conversion price of
$3.77, which is equal to the five-day volume weighted average price (VWAP) of
the Company's common stock immediately prior to the transaction signing.  The
Company can require conversion of the debenture 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 and patents.  In addition, 700,435, 5-year
common stock warrants were issued to the investors at an initial exercise
price of $4.28 per share.

The debentures contain covenants, which are customary for this type of
financing, including: achieving a minimum amount of EBITDA, as defined in the
debenture agreements, and not exceeding a defined level of capital
expenditures.  As of June 30, 2003, the Company failed to meet the minimum
EBITDA covenant under the debenture agreements, which by the terms of the
debentures became an event of default on July 30, 2003.  On August 18, 2003,
the Company entered into a Waiver Agreement with the debenture holders.  The
Waiver Agreement provided for a waiver of the Default as well as a waiver of
all remaining EBITDA covenants during 2003.  In addition, the Waiver
Agreement requires that the Company make quarterly principal payments to the
debenture holders totaling $3.8 million over the six quarters from July 2003
to December 2004.  Principal payments of $1.4 million were made in 2003.  The
remaining four quarterly payments to be paid during 2004 will be between
$600,000 and $620,000.  If the Company fails to make any of the required
principal payments, the debenture holders may elect to convert the missed
payment amount to common stock at a conversion price equal to 90% of the
daily volume weighted moving average for each of the 60 trading days
following the notice of failure to pay or require all the amounts then
outstanding to be paid.  The debenture holders may elect to waive any
quarterly redemption right.  As of December 31, 2003, the Company was in
compliance with, or had obtained waivers of, all covenants of the debentures.
The Company believes it will be able to meet the EBITDA covenant requirements
from January 1, 2004 through at least December 31, 2004 and, as such, has
classified the amounts due after December 31, 2004 as a long-term liability.
The Company believes its existing cash resources and future cash flows will
be sufficient to meet the quarterly payment schedule through 2004.
At December 31, 2003, the outstanding principal on the debentures is $6.6
million.  Future maturities of the debentures are $2.4 million in 2004 and
$4.2 million in 2007.  For 2004, the debenture covenants include: (1) EBITDA
Earnings of $937,500 for each six month period ending March 31, June 30,
September 30, and December 31, 2004; and (2) EBITDA Earnings for any fiscal
quarter in 2004 not to exceed negative $250,000.

                                   Page-35
<PAGE>
The Company has entered into a credit and security agreement with Wells Fargo
to provide a secured $3 million revolving line of credit.  The credit
facility currently provides for interest at a floating rate equal to the
prime lending rate plus 1.75% per annum and a term of three years.  Security
for the credit facility includes the Company's non-European accounts
receivable and inventories.  The Company plans to use the credit facility for
working capital requirements.  Borrowing limits are subject to available
collateral balances.  At December 31, 2003, the borrowing base was
$1.7 million.  The Company has yet to borrow any funds under this credit
agreement.

Cash and cash equivalents increased by $2.1 million in 2003 to $5.3 million.
Cash flow provided by operations increased $9.4 million to $4.4 million as
compared to 2002, when the Company used $5.0 million to fund operations.
Cash generated by operating income, after non-cash charges, which is net loss
adjusted by depreciation and amortization, loss on sale of assets, non-cash
compensation, provisions for inventory write-offs and impairment charges, was
$298,000 in 2003, compared to $1.0 million in 2002.

Additionally, working capital requirements decreased approximately $10.1
million as compared to 2002, primarily due to a decrease of $2.8 million in
accounts receivable and $4.0 million in inventories.  During 2003, the
Company collected delinquent payments totaling $2.4 million from a
subcontract manufacturer on the ENEL program.  The Company reduced its
inventories primarily as a result of the depletion of larger than normal ENEL
program inventories at the end of 2002 and the realignment of the Company's
EMS business.

Accounts payable and accrued liabilities decreased on a year-over-year
basis from $7.1 million at the end of 2002 to $6.4 million at the end of
2003.  This decrease is primarily attributable to decreased purchases related
to reduced activity levels of the Company's EMS subsidiary as compared to the
same period in 2002.

Deferred revenue decreased $538,000 from $8.0 million at the end of 2002
to $7.4 million at the end of 2003.  This decrease is primarily related to
earning previously deferred revenue related to EMS' product development
programs offset by additional proceeds received during 2003 related to
a FRAM technology license milestone payment from an existing licensee.
Deferred revenue related to this milestone will be amortized into revenue
over the 8 year remaining life of such technology license.

Cash used in investing activities was $1.1 million in 2003, compared to
$1.2 million of cash used in investing activities in 2002.  In both 2003 and
2002, investing activities were primarily related to the acquisition of
capital equipment and intellectual property.

                                   Page-36
<PAGE>
Cash used in financing activities was $1.3 million in 2003, primarily related
to principal payments to the Company's debenture holders as discussed above.
During 2002, the Company generated net proceeds of approximately $7.2 million
from the sale of convertible debentures to Infineon, Halifax and Bramwell
pursuant to a share purchase agreement dated March 14, 2002.  The Company
used $1.2 million to redeem the remaining outstanding convertible preferred
stock on July 31, 2002, its maturity date.

Equipment and plant expenditures are expected to be minimal during 2004.

The Company has incurred 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, achieving forecasted
revenue growth, success in raising additional financing to fund operations,
if needed, maintaining gross profit margins and entering into additional
foundry, 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 revenue growth in 2004 due
to increasing market penetration of the Company's FRAM products and Mushkin's
DRAM module products.  Also, the Company's expense levels have decreased as a
result of the reduction in EMS' operating activities and other cost reduction
activities the Company undertook during 2003.  The Company believes that
existing cash resources of $5.3 million as of December 31, 2003, cash
generated from increasing product revenue, reduced operating expenses, and
access to up to $3.0 million from its revolving line of credit with Wells
Fargo will be sufficient to fund its operations through at least December 31,
2004.

In view of the Company's expected future working capital requirements in
connection with the design, manufacturing and sale of its FRAM and Mushkin
DRAM module products, the Company's projected continuing research and
development expenditures, other projected operating expenditures and the cost
associated with the Company's pending patent litigation, the Company may be
required to seek additional equity or debt financing.  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-37
<PAGE>
CONTRACTUAL COMMITMENTS.  For more information on the Company's contractual
obligations on operating leases and contractual commitments, see Notes 5 and
6 of the Notes to Consolidated Financial Statements.  At December 31, 2003,
the Company's commitments under these obligations were as follows (in
thousands):

                                                                       After
                                2004    2005    2006    2007    2008    2008
                               ------  ------  ------  ------  ------  ------

Long-term debt(1)              $2,845  $  328  $  238  $4,212  $   --  $   --
Capital lease obligations          --      --      --      --      --      --
Operating leases                   72      71      66      52      46      --
Purchase obligations(2)         3,352     230     230     230     230     230
Other long-term liabilities        --      --      --      --      --      --
                               ------  ------  ------  ------  ------  ------
  Total                        $6,269  $  629  $  534  $4,494  $  276  $  230
                               ======  ======  ======  ======  ======  ======
----------

(1)  Includes required principal and interest payments for outstanding
     debentures held by Infineon, Halifax and Bramwell and minimum interest
     charges related to the Company's revolving line of credit with Wells
     Fargo.

(2)  The Company's purchase obligations include amounts committed under
     legally enforceable contracts or purchase orders for goods and services
     with defined terms as to price, quantity, delivery and termination
     liability and are primarily the result of purchase orders placed but not
     yet fulfilled by Fujitsu, the Company's semiconductor wafer supplier.

LEGAL MATTERS.  The Company is currently involved in a patent interference
proceeding (see Item 3 - "Patent Interference Proceeding" and Note 14 in the
2003 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.

NEW ACCOUNTING STANDARDS.

In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN No.
46).  This interpretation clarifies existing accounting principles related to
the preparation of consolidated financial statements when the equity
investors in an entity do not have the characteristics of a controlling
financial interest or when the equity at risk is not sufficient for the

                                   Page-38
<PAGE>
entity to finance its activities without additional subordinated financial
support from others parties. FIN No. 46 requires a company to evaluate all
existing arrangements to identify situations where a company has a "variable
interest" (commonly evidenced by a guarantee arrangement or other commitment
to provide financial support) in a "variable interest entity" (commonly a
thinly capitalized entity) and further determine when such variable interests
require a company to consolidate the variable interest entities' financial
statements with its own. The Company is required to perform this assessment
by March 31, 2004 and consolidate any variable interest entities for which it
will absorb a majority of the entities' expected losses or receive a majority
of the expected residual gains.  Management does not believe it has any
material variable interest entities that it would be required to consolidate.

FORWARD-LOOKING STATEMENTS

The following information should be read in conjunction with "Part I, Item 1.
Business," "Part II, Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations," and "Part II, Item 8.
Consolidated Financial Statements and Supplementary Data" and notes thereto
included in the Annual Report.  This Annual Report on Form 10-K and certain
information incorporated herein by reference contain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act
of 1934.  Forward-looking statements in this Annual Report on Form 10-K
include, without limitation:

  -  The statements under the heading "Item 1. Business - Company Overview"
     concerning (1) the Company's intent to pursue the sale or licensing of
     EMS' patent portfolio and (2) the Company's belief that it will continue
     to supply approximately 2 million units per quarter into the ENEL
     metering program through mid 2005, which statements are subject to
     various risks and uncertainties, including, without limitation, the
     inability of the Company to sell or license the EMS patent portfolio and
     the failure of the Company's expectations regarding the volume and
     timing of future orders related to the ENEL metering program and the
     Company's ability to timely and profitably fulfill such orders;

  -  The statements under the heading "Item 1. Business - Products"
     concerning the Company's beliefs and expectations that (1) certain
     products the Company intends to introduce in the future will contain
     analog and mixed signal functions combined with non-volatile memory and
     that these functions can be improved by integration with our FRAM
     technology; (2) the expectation the Company will develop products with
     memory densities up to 1-megabit during 2004; (3) the Company's foundry
     partners will increase their fabrication capacity; (4) the Company's
     ability to develop new products which are suitable to the available
     fabrication processes of its foundry partners; (5) the potential
     migration of existing products to Fujitsu's 0.35 micron process; (6) the
     Company's belief that an application and market focus is key to
     expanding its served opportunity and developing more integrated and
     competitive products, which statements are subject to various risks and

                                   Page-39
<PAGE>
     uncertainties, including, but not limited to, the inaccuracy of our
     assessment of the value of integrating analog and mixed signal functions
     with FRAM memories and such products ability to increase the Company's
     served opportunity, the time and complexities involved in developing new
     products with analog and mixed signal functionality, the time and
     complexities of developing new products in densities up to 1 megabit or
     migrating legacy products to newly available manufacturing processes,
     and the ability of the Company's foundry partners to sufficiently
     increase fabrication capacity;

  -  The statements under the heading "Item 1. Business - Customers and
     Sales" concerning (1) the Company's ability to expand it product
     portfolio through the introduction of new serial, parallel and analog
     and mixed signal integrated FRAM products; (2) the reduction of FRAM
     product manufacturing costs; (3) increasing manufacturing capacity with
     strategic partners; (4) the Company's belief that Europe, Asia and Japan
     are early adopters of new technologies; (5) the Company's expected use
     of existing sales channels for future sales and distribution of its
     products, which statements are subject to various risks and
     uncertainties, including, but not limited to, the failure of the Company
     to introduce new serial, parallel and analog and mixed signal FRAM
     products and/or reduce product manufacturing costs, the failure of the
     Company's strategic partners to sufficiently and timely increase
     manufacturing capacity to meet the Company's production requirements,
     inaccuracies of the Company's assessment of new technology adoption
     patterns in Europe, Japan and Asia, and the Company's ability to use its
     existing channels for product sales and distribution;

  -  The statement under the heading "Item 1. Business - Backlog" concerning
     the Company's ability to accurately assess whether backlog as of any
     particular date is a reliable indicator of future sales, which statement
     is subject to various risks and uncertainties, including, but not
     limited to, periodic downturns in the semiconductor industry and the
     economy in general, the Company's ability to timely manufacture its
     products, the ability of the Company's customers to accurately project
     their requirements for our products and the ability of the Company to
     accurately assess competitive factors, including pricing pressures on
     existing products;

  -  The statements under the heading "Item 1. Business - Manufacturing"
     concerning the Company's belief that (1) the raw materials and services
     required for the manufacture of the Company's products at its foundry
     partners are readily available from multiple sources and (2) its limited
     volume of production will lower the priority it receives from its
     subcontract manufacturers as compared to other customers of such
     subcontract manufacturers,  which statements are subject to various
     risks and uncertainties, including, without limitation, the possible
     occurrence of a disruption or termination of raw material suppliers, the
     termination of any of our subcontract manufacturing partners and our
     inability to establish relationships with alternative subcontract
     manufacturers;

                                   Page-40
<PAGE>
  -  The statement under the heading "Item 1. Business - Research and
     Development" concerning the Company's intention to use its
     technological and engineering expertise to develop new proprietary
     technologies to further expand its FRAM product offerings in its target
     markets, which statement is subject to various risks and uncertainties,
     including, but not limited to, the Company's ability to fund the
     investment required to develop proprietary technologies and overcome the
     technological challenges inherent in the development of any new product
     or technology;

  -  The statement under the heading "Item 1. Business - Environmental
     Compliance" concerning the Company's belief that it has taken all
     necessary steps to ensure its activities are in compliance with all
     applicable environmental rules and regulations, which statement is
     subject to various risks and uncertainties, including, but not limited
     to, our ability to accurately assess the compliance requirements of
     environmental provisions;

  -  The statement under the heading "Item 1. Business - Patents and
     Proprietary Rights" concerning the Company's beliefs and intentions to
     (1) to pursue the legal protection of our technology primarily through
     patent and trade secret protection; (2) to vigorously protect our
     intellectual property rights; (3) that the Company's technology does not
     infringe on any known patents;(4) that current and pending patent
     applications will provide protection against unauthorized use of the
     Company's inventions, which statements are subject to various risks and
     uncertainties, including, but not limited to, the absence of assurance
     that patents will be issued from any of our pending applications or that
     any claims allowed from existing or pending patents will be sufficient
     to protect our technology, the fact that litigation could result in
     substantial cost and adverse determinations that could result in a loss
     of our proprietary rights, subject us to significant liabilities to
     third parties, require the Company to seek licenses from third parties
     or prevent the Company from manufacturing or selling its products;

  -  The statement under the heading "Item 2. Properties" concerning the
     Company's belief that its current properties will be sufficient to meet
     our requirements for the foreseeable future is subject to various risks
     and uncertainties, including, without limitation, growth in net sales
     placing unexpected strains on our resources and properties;

  -  The statement under the heading "Item 3. Legal Proceeding" and "Item 8.
     Financial Statements and Supplementary Data - Notes to Consolidated
     Financial Statements - Note 14 Contingencies" regarding the outcome of,
     and the impact on our business, financial condition, or results of
     operations of the National Semiconductor Corporation patent interference
     litigation, which statement is subject to various uncertainties,
     including without limitation, our inability to accurately predict the
     determination of complex issues of fact and law;

                                   Page-41
<PAGE>
  -  The statements under the heading "Item 7. Management's Discussion and
     Analysis of Financial Condition and Results of Operations - Critical
     Accounting Policies" regarding calculation of allowances, reserves, and
     other estimates that are based on historical experience, the judgment of
     management, and 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, our beliefs about
     critical accounting policies, and the significant judgments and
     estimates used in the preparation of our consolidated financial
     statements, which  statements are subject to risks, including, among
     others, the inaccuracy of our beliefs regarding actual product failure
     rates, inventory usage, actual default rates of our customers or other
     estimates, requiring revisions to the Company's estimated accounts
     receivable allowances, additional inventory write-downs, warranty and
     other reserves;

  -  The statements under the heading "Item 7. Management's Discussion and
     Analysis of Financial Condition and Results of Operations - Results of
     Operations" regarding the Company's expected (1) revenue from the ENEL
     metering program and the significance of such revenue to the Company's
     overall financial performance, revenues and gross margin levels;
     (2) ability to meet the 2004 EBITDA covenant requirements related to its
     outstanding debentures; (3) sufficiency of cash resources and future
     cash flows to meet the 2004 quarterly principal payments on the
     debentures; (4) level of equipment and plant expenditures during 2004;
     (5) revenue growth due to increasing market penetration; (6) sufficiency
     of cash resources to fund the Company's operations through at least
     December 31, 2004, which statements are subject to various risks and
     uncertainties, including, but not limited to, general economic
     conditions and conditions specific to the semiconductor industry, the
     demand for Ramtron's products and the products of its principal FRAM
     customer, order cancellations or reduced bookings, product mix,
     competitive factors such as pricing pressures on existing products and
     the timing and market acceptance of new product introductions, Ramtron's
     ability to secure and maintain an appropriate amount of low-cost foundry
     production capacity from its sole foundry source in a timely manner,
     foundry partner's timely ability to successfully manufacture products
     for Ramtron, foundry partner's ability to supply increased orders for
     FRAM products in a timely manner using Ramtron's proprietary technology,
     any disruptions of Ramtron's foundry or test and assembly contractor
     relationships, the ability to continue effective cost reductions,
     unexpected design and manufacturing difficulties, and the timely
     development and introduction of new products and processes;

                                   Page-42
<PAGE>
  -  The statements under the heading "Item 7A. Quantitative and Qualitative
     Disclosures About Market Risk" regarding the Company's belief that near-
     term changes in interest rates, currency exchange rate fluctuations,
     inflation and other price pressures will not have a material effect on
     future earnings, fair values or cash flows of the Company, are subject
     to the risk, among other risks, that we have inaccurately assessed the
     degree of expected change in interest rates, currency exchange rates,
     inflation and price pressures;

  -  The statements under the heading "Item 8. Financial Statements and
     Supplementary Data - Notes to Consolidated Financial Statements"
     regarding the Company's belief that (1) the carrying value of cash and
     cash equivalents, short-term trade receivable, payables and the
     convertible debentures approximate fair value; (2) the Company has no
     material variable interest entities it will be required to consolidate;
     (3) there is no indicated impairment of goodwill; (4) estimated
     amortization expense for identifiable intangible assets for each of the
     next five years will be approximately $550,000 per year; (5) it will be
     able to meet its debt covenant requirements through at least
     December 31, 2004; (6) it is more likely than not that deferred tax
     assets will not be realized, are subject to the risk that we have
     inaccurately assessed the fair value of our financial instruments, the
     existence of material variable interest entities, indicated impairment
     of goodwill, estimated amortization expense in future periods, the
     ability of the Company to achieve the required EBTIDA covenant
     requirements and realization of deferred tax assets.

FACTORS THAT MAY AFFECT FUTURE RESULTS

We have a history of losses and there can be no assurance that we will
achieve or sustain profitability in the future.

We incurred net losses during 2003 of $9.5, $1.9 million in 2002 and $33.0
million in 2001.  As of December 31, 2003, we had an accumulated deficit of
$224.1 million.  We have spent substantial amounts of money in developing our
FRAM and DRAM products and in our efforts to develop commercial manufacturing
capabilities for those products.  We are no longer pursuing any product or
services revenue from EMS' products or technology.  Our ability to increase
revenue or achieve profitability in the future will depend substantially on
our ability to increase sales of our products by gaining new customers and
increasing our penetration of existing customers, reduce manufacturing costs,
significantly increase sales of existing products and successfully introduce
and sell new products.

Fluctuations in our historical operating results, in part, have been due to
unpredictable product order flows, a limited customer base, manufacturing and
other fixed costs.  These trends may continue in the future.  Factors
affecting the demand for our products include, the time required for
incorporating our products into customers' product designs, and the ability
of our customers' products to gain substantial market acceptance.  These

                                   Page-43
<PAGE>
factors also make it difficult for us to predict our future revenues.
Because we base our operating expenses on anticipated revenue trends, which
results in a substantial percentage of our expenses being fixed in the short
term, our difficulty in predicting future revenues could affect our ability
to achieve future profitability and result in fluctuations in operating
results.

Factors that may cause our operating results to vary significantly in the
future include:

  -  our ability to timely develop and qualify for manufacturing new FRAM
     products, including FRAM products with memory capacities greater than
     256-kilobits and FRAM products of all densities that incorporate
     on-chip analog and mixed signal functions;

  -  customer acceptance of our products;

  -  the timing and volume of customer orders;

  -  our ability to manufacture our products on a cost-effective and timely
     basis through alliance foundry operations and contract manufacturers
     and the sensitivity of our production costs to the manufacturing yields
     achieved by our strategic licensees and contract manufacturers; and

  -  factors not directly related to us, such as market conditions,
     competition, pricing pressures, technological developments, product
     obsolescence, the availability of supplies and raw materials, and
     changing needs of potential customers in the semiconductor industry in
     general.

Our products have achieved limited market acceptance, and if our products do
not achieve market acceptance, we will be unable to increase our revenues and
may never achieve sustained profitability.

Our success depends on the market acceptance of our FRAM and DRAM module
products and the time required to achieve market acceptance. If one or more
of our products fails to achieve market acceptance or if market acceptance is
delayed, our revenues may not increase and our cash flow and financial
condition could be harmed. We must design products that successfully address
customer requirements if our products are to be widely accepted by the
market. Potential customers will be reluctant to integrate our products into
their systems unless our products are reliable, available at competitive
prices, and address our customers' current systems requirements.
Additionally, potential customers need assurances that their demand for our
new products can be met in a timely manner.

Because our customer base for FRAM products is highly concentrated the loss
of our primary FRAM customer or any decrease or delay in purchases from this
customer could significantly reduce our revenues.

                                   Page-44
<PAGE>
In 2003, 2002 and 2001, approximately 60%, 74% and 47%, respectively, of our
FRAM product sales were generated from one customer, ENEL.  Because our FRAM
customer base is so concentrated, and because FRAM product sales represented
more than 68% of our total product sales in 2003, any substantial reduction
or cancellation of business from this customer or any significant decrease in
the prices of FRAM products sold to them could significantly reduce our
revenue, which would also harm our cash flow, operating results and
financial condition.

If we do not continually develop new generations of FRAM and DRAM module
products that achieve broad market acceptance, we will be unable to compete
effectively.

Among other factors, our future success is dependent on our ability to
develop, manufacture and market FRAM and DRAM module products that address
customer requirements and compete effectively in the market with respect to
price, performance and reliability. If we do not compete effectively, we
could suffer price reductions, reduced revenue, reduced gross margins and
reduced market share.  New product development, which includes both our
development of new products and the need to "design-in" such new products to
customers' systems, is time-consuming and costly.  This new product
development requires a long-term forecast of market trends and customer
needs, and often a substantial commitment of capital resources, with no
assurance that products will be commercially viable.

In particular, we need to develop new product designs, new process technology
and continue ferroelectric materials development.  Our current FRAM products
are designed at our Colorado Springs facility and manufactured at our
partners' manufacturing facilities using 0.5 and 0.35 micron manufacturing
processes.  To cost effectively design new products with memory capacities
greater than 256-kilobits our strategic licensees manufacturing capabilities
need to be 0.35 micron or below to improve yields and reduce the cost of such
FRAM products.  We believe that our ability to compete in the markets in
which we expect to sell our FRAM products will depend, in part, on our
ability to produce FRAM products in smaller feature sizes and also our
ability to effectively incorporate analog and mixed signal functions with our
memory products.  Our inability to successfully produce FRAM products with
smaller feature sizes or analog and mixed signal functions would harm our
ability to compete and our operating results.

Although the Company has recently developed analog and mixed signal products
incorporating our FRAM memory solutions to supplement the Company's
traditional memory product offerings, the Company has a limited operating
history in these markets and has had limited success.  If we fail to
introduce new products in a timely manner or are unable to successfully
manufacture such products, or if our customers do not successfully introduce
new systems or products incorporating ours, or market demand for our new
products does not exist as anticipated, our business, financial condition and
results of operations could be seriously harmed.

                                   Page-45
<PAGE>
Our ability to increase sales of our DRAM module products depends principally
on the timely completion of our development and qualification of new DRAM
products that provide price-performance advantages over competing products.
Our continued ability to generate revenue from the sale of DRAM products
will depend on our successful development, manufacture and marketing of new
DRAM module products with improved price-performance characteristics, and we
cannot provide any assurance that we will be successful in accomplishing the
foregoing.

If we do not keep pace with rapid technological changes and frequent new
product introductions, our products may become obsolete, and we may not be
competitive.

The semiconductor memory industry is characterized by rapid technological
changes and product obsolescence, price erosion and variations in
manufacturing yields and efficiencies.  To be competitive we will need to
continually improve our products and keep abreast of new technology.  Other
companies, many of which have greater financial, technological and research
and development resources than we do, are researching and developing
semiconductor memory technologies and product configurations that could
reduce or eliminate any future competitive advantages our products may
currently have.  We cannot provide any assurance that our ferroelectric
technology will not be supplanted in the future by competing technology or
that we will have the technical capability and financial resources to be
competitive in the semiconductor industry with respect to the continued
design, development and manufacture of either FRAM or DRAM module products.

If we fail to protect our intellectual property, or if others use our
proprietary technology without authorization, our competitive position may
suffer.

Our future success and competitive position depend in part upon our ability
to obtain and maintain proprietary technology used in our products.  We
attempt to protect our intellectual property rights through a combination of
patent, trademark, copyright and trade secret laws, as well as licensing
agreements and employee and third-party nondisclosure and assignment
agreements.  We cannot be assured that any of our patent applications will be
approved or that any of the patents that we own will not be challenged,
invalidated or circumvented by others or be of sufficient scope or strength
to provide us with any meaningful protection or commercial advantage.

Policing the unauthorized use of our intellectual property is difficult, and
we cannot be certain that the steps we have taken will prevent the
misappropriation or unauthorized use of our technologies, particularly in
foreign countries where the laws may not protect our proprietary rights as
fully as in the United States.  In addition, we cannot be certain that we
will be able to prevent other parties from designing and marketing FRAM-based
products or that others will not independently develop or otherwise acquire
the same or substantially equivalent technologies as ours.

                                   Page-46
<PAGE>
We may be subject to intellectual property infringement claims that result in
costly litigation and could harm our business and ability to compete.

Our industry is characterized by the existence of a large number of patents
and frequent claims and related litigation regarding patents and other
intellectual property rights.  In particular, many leading semiconductor
memory companies have extensive patent portfolios with respect to
semiconductor memory technology, manufacturing processes and product designs.
We may be involved in litigation to enforce our patents or other intellectual
property rights, to protect our trade secrets and know-how, to determine the
validity of property rights of others, or to defend against claims of
invalidity.  This type of litigation can be expensive, regardless of whether
we win or lose.  Also, we cannot be certain that third parties will not make
a claim of infringement against us or against our semiconductor company
licensees or OEMs in connection with their use of our technology.  Any
claims, even those without merit, could be time consuming to defend, result
in costly litigation and diversion of technical and management personnel, or
require us to enter into royalty or licensing agreements.  These royalty or
licensing agreements, if required, may not be available to us on acceptable
terms or at all.  A successful claim of infringement against us or one of our
semiconductor manufacturing licensees in connection with its use of our
technology could harm our business.

We depend on a small number of suppliers for the supply of our products.
Problems in their performance can seriously harm our financial results.

The Company currently relies on a single independent foundry to manufacture
all of the Company's products.  Reliance on this foundry involves several
risks, including capacity constraints or delays in timely delivery of the
Company's products, reduced control over delivery schedules and the cost of
our products, manufacturing yields, quality assurance and the loss of
production due to seismic activity, weather conditions and other factors.
Although the Company continuously evaluates sources of supply and may seek to
add additional foundry capacity, there can be no assurance that such
additional capacity can be obtained at acceptable prices, if at all.  The
occurrence of any supply or other problem resulting from these risks could
have a material adverse effect on the Company's results of operations. The
Company also relies on domestic and offshore subcontractors for die assembly
and testing of products, and is subject to risks of disruption in adequate
supply of such services and quality problems with such services.

To address our wafer supply concerns, we plan to continue working on
expanding our primary foundry capability at Fujitsu and to acquire secondary
foundry capability.  Even if we enter into a secondary foundry relationship
such manufacturing capacity is not likely to be available for at least 12 to
24 months after reaching an agreement due to significant effort required to
develop and qualify for manufacturing a FRAM technology process.  Our
financial condition and results of operations could be materially adversely
affected by the loss of Fujitsu as a supplier or our inability to obtain
additional foundry capacity.

                                   Page-47
<PAGE>
We face the risk of losing critical patent rights covering our FRAM products
if we do not prevail in our pending patent interference litigation.

A patent interference proceeding, which was declared in 1991 in the United
States Patent and Trademark Office between us, National Semiconductor
Corporation and the Department of the Navy in regard to one of our issued
United States patents, is continuing.  The patent involved covers a basic
ferroelectric memory cell design invention we believe is fundamentally
important to our FRAM business in the United States.  For a detailed
explanation of such litigation please see Part I, Item 3, "Legal Proceeding."

International sales comprise a significant portion of our product sales,
which exposes us to foreign political and economic risks.

For fiscal 2003, 2002 and 2001, international sales comprised approximately
67%, 47% and 23%, respectively, of our net revenue.  The increase in export
sales as a percentage of total sales is primarily the result of increasing
FRAM product sales primarily to Europe, Asia and Japan, in part, because of
increased offshore manufacturing activity by U.S. companies.  The Company
also believes Europe, Asia and Japan are early adopters of new technologies.
We expect that international sales will continue to represent a significant
portion of our product sales in the future.  As a result of the large foreign
component of the Company's revenue the Company is subject to a number of
risks resulting from such operations.  Such risks include political and
economic instability and changes in diplomatic and trade relationships,
foreign currency fluctuations, unexpected changes in regulatory requirements,
delays resulting from difficulty in obtaining export licenses for certain
technology, tariffs and other barriers and restrictions, and the burdens of
complying with a variety of foreign laws.  There can be no assurance that
such factors will not adversely impact the Company's results of operations in
the future or require the Company to modify its current business practices.

Currently, all our sales and inventory purchases are invoiced and paid in
U.S. dollars, reducing our direct exposure to currency fluctuations.  Our
business however, is subject to other risks generally associated with doing
business with foreign subcontractors including, but not limited to foreign
government regulations and political and financial unrest which may cause
disruptions or delays in shipments to our customers or access to our
inventories.  Our business, financial condition and results of operations may
be materially adversely affected by these or other factors related to our
international operations.

                                   Page-48
<PAGE>
We have been unable to fulfill all our FRAM customers' orders according to
the schedule originally requested due to the constraints in our wafer supply.

Due to the lead time constraints in our wafer supply, from time to time we
have been unable to fulfill all our customers' orders according to the
schedule originally requested.  Although we attempt to maintain an adequate
supply of wafers and communicate to our customers delivery dates that we
believe that we can reasonably expect to meet, our customers may not accept
the alternative delivery date or may cancel their outstanding orders.
Reductions in orders received or cancellation of outstanding orders would
result in lower revenues and net income, excess inventories and increased
inventory reserves.

We must build products based on demand forecasts; if such forecasts are
inaccurate, we may incur significant losses.

The Company must order products and build inventory substantially in advance
of product shipments, and there is a risk that because demand for the
Company's products is volatile and subject to fluctuation, the Company will
forecast incorrectly and produce excess or insufficient inventories of
particular products.  The Company's customers' ability to reschedule or
cancel orders without significant penalty could adversely affect the
Company's liquidity, as the Company may be unable to adjust its purchases
from its independent foundries to match such customer changes and
cancellations.  The Company has in the past produced excess quantities of
certain products, which has had a material adverse effect on the Company's
results of operations. There can be no assurance that the Company in the
future will not produce excess quantities of any of its products.  To the
extent the Company produces excess or insufficient inventories of particular
products, the Company's results of operations could be adversely affected.

The markets in which we participate are intensely competitive, and if we do
not compete successfully, our revenue and ability to achieve profitability
would suffer.

The semiconductor industry is intensely competitive and our FRAM and DRAM
module products face intense competition from numerous domestic and foreign
companies.  We may be at a disadvantage in competing with many of our
competitors that 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.

Our ability to compete also depends on factors beyond our control, including
the rate at which customers incorporate our products into their own products,
our customers' success in selling their products, the successful protection
of our intellectual property, the success of competitors' products and
general market and economic conditions.  Our competitors or customers may
offer new products based on new technologies, industry standards or end-user
or customer requirements, including products that have the potential to
replace or provide lower-cost or higher-performance alternatives to our
products.  The introduction of new products by our competitors or customers
could render our existing and future products obsolete or unmarketable.

                                   Page-49
<PAGE>
We compete in various markets with our FRAM strategic licensees and contract
manufacturers, which may reduce our product sales.

Our strategic licensees may market products which compete with our FRAM
products.  Most of our strategic partners have the right to manufacture and
sell FRAM products for their own account with or without the payment of
royalties, depending upon the terms of their agreements with us.  Because our
strategic licensees may manufacture and market FRAM products themselves, they
may give the development and manufacture of their own FRAM products a higher
priority than the development and manufacture of our products.  Any delay in
market penetration by our products, or any competition in the marketplace
from FRAM products manufactured and marketed by our strategic licensees,
could reduce our product sales and harm our operating results.

We depend on a relatively small number of key personnel, and if we are unable
to attract additional personnel or retain our key personnel, our business
will suffer.

Our future success depends, among other factors, on the continued service of
our key technical and management personnel and on our ability to continue to
attract and retain qualified employees.  We are particularly dependent on the
highly skilled design, process, materials and test engineers involved in the
development and manufacture of our FRAM products and processes.  The
competition for these personnel is intense, and the loss of key employees,
including executive officers, or our inability to attract additional
qualified personnel in the future, could have both an immediate and a long-
term adverse effect on us.  There can be no assurance that we can retain them
in the future.  In addition, none of our employees have entered into post-
employment non-competition agreements with us and, therefore, our employees
are not contractually restricted from providing services to our competitors.

Our business is subject to strict environmental regulations and legal
uncertainties, which could impose unanticipated requirements on our business
in the future and subject us to liabilities.

Federal, state and local regulations impose various environmental controls on
the discharge of chemicals and gases used in our strategic licensees' and
contract manufacturers' manufacturing processes. Compliance with these
regulations can be costly.  Increasing public attention has been focused on
the environmental impact of semiconductor operations.  Any changes in
environmental rules and regulations may impose the need for additional
investments in capital equipment and the implementation of compliance
programs in the future.  Any failure by us or our strategic licensees or
contract manufacturers to comply with present or future environmental rules
and regulations regarding the discharge of hazardous substances could subject
us to serious liabilities or cause us to suspend manufacturing operations,
which could seriously harm our business, financial condition and results of
operations.

                                   Page-50
<PAGE>
Earthquakes, other natural disasters and power shortages or interruptions may
damage our business.

Some of our major contract manufacturers' facilities are located near major
earthquake faults.  If a major earthquake or other natural disaster occurs
which damages those facilities or restricts their operations, our business,
financial condition and results of operations would be materially adversely
affected.  Similarly, a major earthquake or other natural disaster near one
or more of our major suppliers, like the one that occurred near Fujitsu's
manufacturing facility in Iwate, Japan in May 2003, could disrupt the
operations of those suppliers, which could limit the supply of our products
and harm our business.

We have limited cash flows, and we may have limited ability to raise
additional funds to finance our operations and to meet required principal
payments to our debenture holders.

In view of our expected future working capital requirements in connection
with the manufacture and sale of our FRAM and DRAM module products, our
projected research and development and other operating expenditures, and the
requirement to make $2.4 million of principal payments on our outstanding
debentures during 2004, we may be required to seek additional equity or debt
financing.  We cannot be sure that any additional financing or other sources
of capital will be available to us on acceptable terms, or at all.  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 our ability to continue our business operations.  If
additional financing is obtained, any issuance of common or preferred stock
to obtain funding would result in further dilution of our existing
stockholders' interests.

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.

Interest payable on the Company's convertible debentures is fixed at 5% over
the term of the debentures.  As such, changes in interest rates will not
affect future earnings or cash flows.

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, 2003 would have less
than an $100,000 effect on earnings or cash flows.

                                   Page-51
<PAGE>
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.

Item  8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements:                                               Page
                                                                 ----------
Report of KPMG LLP, Independent Auditors                         F-1 to F-2

Report of Arthur Andersen LLP, Independent Public Accountants    F-3 to F-4

Consolidated Balance Sheets as of December 31, 2003 and 2002        F-5

Consolidated Statements of Operations
for the years ended December 31, 2003, 2002 and 2001                F-6

Consolidated Statements of Stockholders' Equity
for the years ended December 31, 2003, 2002 and 2001                F-7

Consolidated Statements of Cash Flows
for the years ended December 31, 2003, 2002 and 2001                F-8

Notes to Consolidated Financial Statements                       F-9 to F-33

Financial Statement Schedules:

Schedule II:  Valuation and Qualifying Accounts                    F-34

                                   Page-52
<PAGE>
INDEPENDENT AUDITORS' REPORT


The Shareholders and Board of Directors
Ramtron International Corporation:

We have audited the accompanying consolidated balance sheets of Ramtron
International Corporation (a Delaware corporation) and subsidiaries as of
December 31, 2003 and 2002, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
two-year period ended December 31, 2003. In connection with our audits of the
2003 and 2002 consolidated financial statements, we also have audited the
financial statement schedules for each of the years in the two-year period
ended December 31, 2003 as listed in the accompanying index.  These
consolidated financial statements and financial statement schedules are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements and financial statement
schedules based on our audits.  The consolidated financial statements and
financial statement schedule of Ramtron International Corporation and
subsidiaries for the year ended December 31, 2001 were audited by other
auditors who have ceased operations.  Those auditors expressed an unqualified
opinion on those consolidated financial statements and financial statement
schedule, before the revision described in note 4 to the consolidated
financial statements, in their report dated March 18, 2002.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Ramtron International Corporation and subsidiaries as of December 31, 2003
and 2002, and the results of their operations and their cash flows for each
of the years in the two-year period ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States of
America.  Also in our opinion, the related 2003 and 2002 financial statement
schedules, when considered in relation to the basic consolidated financial
statements taken as a whole present fairly, in all material respects, the
information set forth therein.

As discussed in note 4 to the consolidated financial statements, Ramtron
International Corporation and subsidiaries adopted the provisions of
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets," effective January 1, 2002.

                                    Page F-1
<PAGE>
As discussed above, the consolidated statements of operations, stockholders'
equity, and cash flows of Ramtron International Corporation for the year
ended December 31, 2001 were audited by other auditors who have ceased
operations.  As described in note 4, the consolidated financial statements
for the year ended December 31, 2001 have been revised to include the
transitional disclosures required by Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets, which was adopted by
the Company as of January 1, 2002.  In our opinion, the disclosures for 2001
in note 4 are appropriate.  However, we were not engaged to audit, review, or
apply any procedures to the 2001 financial statements of Ramtron
International Corporation other than with respect to such disclosures and,
accordingly, we do not express an opinion or any other form of assurance on
the 2001 financial statements taken as a whole.

/S/  KPMG LLP
-------------
KPMG LLP

Denver, Colorado
   February 6, 2004

                                    Page F-2
<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 audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedule listed in the index of
financial statements is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not 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
-----------------------
Arthur Andersen LLP
Denver, Colorado,
   March 18, 2002.

                                    Page F-3
<PAGE>
The report of Arthur Andersen LLP (Andersen) is a copy of a report previously
issued by Andersen on March 18, 2002.  The report has not been reissued by
Andersen nor has Andersen consented to its inclusion in this Annual Report on
Form 10-K.  The Andersen report refers to the consolidated balance sheets as
of December 31, 2001 and 2000, and the consolidated statements of operations,
cash flows and stockholders' equity for the year ended December 31, 2000 and
1999 which are no longer included in the accompanying financial statements.

                                    Page F-4
<PAGE>
                        RAMTRON INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2003 and 2002
                       (in thousands, except share data)
                                 -------------
                                                          2003        2002
                                                        --------    --------
     ASSETS
Current assets:
   Cash and cash equivalents                             $ 5,303     $ 3,222
   Accounts receivable, less allowances
     of $272 and $231, respectively                        6,198       8,981
   Inventories                                             4,953       8,952
   Other current assets                                      291         232
                                                        ---------   ---------
      Total current assets                                16,745      21,387

Property, plant and equipment, net                         4,195       4,600
Goodwill and intangible assets, net                        8,089      14,150
Other assets                                                 616         805
                                                        ---------   ---------
      Total assets                                       $29,645     $40,942
                                                        =========   =========
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                      $ 5,331     $ 5,960
   Accrued liabilities                                     1,041       1,147
   Deferred revenue                                        1,395       2,778
   Current portion of long-term promissory notes,
      net of unamortized discount of $659 and $0,
      respectively                                         1,781          --
                                                        ---------   ---------
      Total current liabilities                            9,548       9,885

Deferred revenue                                           6,020       5,175
Long-term promissory notes net of unamortized
   discount of $1,125 and $2,272, respectively             3,035       5,728
                                                        ---------   ---------
      Total liabilities                                   18,603      20,788
                                                        ---------   ---------

Stockholders' equity:
   Common stock, $.01 par value, 50,000,000 authorized;
     22,191,225 and 22,123,768 shares issued and
     outstanding, respectively                               222         221
   Additional paid-in capital                            234,909     234,517
   Accumulated deficit                                  (224,089)   (214,584)
                                                        ---------   ---------
      Total stockholders' equity                          11,042      20,154
                                                        ---------   ---------
      Total liabilities and stockholders' equity         $29,645     $40,942
                                                        =========   =========
See accompanying notes to consolidated financial statements.
                                    Page F-5
<PAGE>
                       RAMTRON INTERNATIONAL CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              For the years ended December 31, 2003, 2002 and 2001
                    (in thousands, except per share amounts)
                                 -------------
                                                2003       2002       2001
                                              --------   --------   --------
Revenue:
   Product sales                              $ 38,910   $ 40,309   $ 17,213
   License and development fees                    498      6,829      2,704
   Royalties                                       480        398        295
   Customer-sponsored research and development   2,511      3,009      2,644
                                              ---------  ---------  ---------
                                                42,399     50,545     22,856
                                              ---------  ---------  ---------
Costs and expenses:
   Cost of product sales                        23,078     28,034     13,466
   Provision for inventory write-off             1,554        246        912
   Research and development                      7,608      9,731     14,216
   Customer-sponsored research and development   1,801      2,082      2,438
   Sales, general and administrative            11,005     11,752     12,794
   Impairment of goodwill                        3,843         --         --
   Impairment of intangible assets               1,687         --         --
                                              ---------  ---------  ---------
                                                50,576     51,845     43,826
                                              ---------  ---------  ---------
Operating loss                                  (8,177)    (1,300)   (20,970)
Interest expense, related party                   (486)      (308)    (1,182)
Interest expense, other                           (879)      (560)       (36)
Other income, net                                   37        341        315
Minority interest in net loss of subsidiary         --         --        267
Loss on disposition of marketable equity
  securities                                        --         --    (11,382)
                                              ---------  ---------  ---------
Net loss                                      $ (9,505)  $ (1,827)  $(32,988)
                                              =========  =========  =========
Loss per common share:
   Net loss                                   $ (9,505)  $ (1,827)  $(32,988)
   Dividends on redeemable preferred stock          --        (82)      (139)
   Accretion of redeemable preferred stock          --        (14)       (24)
                                              ---------  ---------  ---------
Net loss applicable to common shares          $ (9,505)  $ (1,923)  $(33,151)
                                              =========  =========  =========
Net loss per share:
   Basic and diluted                          $  (0.43)  $  (0.09)  $  (1.57)
                                              =========  =========  =========
Weighted average shares outstanding:
   Basic and diluted                            22,149     22,088     21,177
                                              =========  =========  =========

See accompanying notes to consolidated financial statements.
                                    Page F-6
<PAGE>
<TABLE>
<CAPTION>
                                                           RAMTRON INTERNATIONAL CORPORATION
                                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                  For the years ended December 31, 2003, 2002 and 2001
                                                        (in thousands, except par value amounts)
                                                                     --------------
                                        Common Stock                                       Accumulated
                                      ($.01) Par Value             Additional                 Other      Comprehensive   Total
                                      ----------------  Deferred     Paid-in  Accumulated Comprehensive     Income    Stockholders'
                                       Shares  Amount Compensation   Capital    Deficit    Income(Loss)     (Loss)       Equity
                                       ------  ------ ------------ ---------- ----------- ------------- ------------- -------------
<S>                                    <C>     <C>    <C>           <C>        <C>        <C>           <C>           <C>
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
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
Redeemable preferred stock accretion       --     --         --          (14)         --           --            --           (14)
Redeemable preferred stock
  dividend                                 --     --         --           --         (82)          --            --           (82)
Exercise of options                        43     --         --           93          --           --            --            93
Issuance of stock options
  for services provided                    --     --         --           78          --           --            --            78
Issuance of common stock warrants
  related to debentures                    --     --         --        2,673          --           --            --         2,673
Issuance of common stock warrants
  for services provided                    --     --         --          189          --           --            --           189
Other                                      --     --         --           19         (14)          --            --             5
Net loss                                   --     --         --           --      (1,827)          --            --        (1,827)
                                       --------------------------------------------------------------------------------------------
Balances, December 31, 2002            22,124    221         --      234,517    (214,584)          --            --        20,154
Exercise of options                        67      1         --          135          --           --            --           136
Issuance of stock options
  for services provided                    --     --         --           57          --           --            --            57
Modification of common stock
  warrants related to debentures           --     --         --          179          --           --            --           179
Other                                      --     --         --           21          --           --            --            21
Net loss                                   --     --         --           --      (9,505)          --            --        (9,505)
                                       --------------------------------------------------------------------------------------------
Balances, December 31, 2003            22,191   $222      $  --     $234,909   $(224,089)    $     --     $      --       $11,042
                                       ============================================================================================
See accompanying notes to consolidated financial statements.
</TABLE>
                                    Page F-7
<PAGE>
                       RAMTRON INTERNATIONAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2003, 2002 and 2001
                                (in thousands)
                                --------------
                                                  2003       2002      2001
                                               --------  ---------  --------
Cash flows from operating activities:
   Net loss                                    $(9,505)  $ (1,827)  $(32,988)
   Adjustments used to reconcile net loss to
    net cash  provided by (used in) operating
    activities:
     Depreciation and amortization               1,671      1,837      3,433
     Amortization of debt discount                 667        401        686
     Loss on abandonment of patents                334        263         --
     Gain on sale of equipment                     (10)        --         --
     Warrants and stock options issued for
       services                                     57         78        123
     Stock-based compensation                       --        --         202
     Provision for inventory write-off           1,554        246        912
     Minority interest in subsidiary                --         --       (267)
     Loss on disposition and impairment of
       marketable equity securities                 --         --     11,382
     Impairment of goodwill                      3,843         --         --
     Impairment of intangible assets             1,687         --         --

   Changes in assets and liabilities:
     Accounts receivable                         2,783     (3,757)    (3,514)
     Inventories                                 2,445     (1,723)    (1,197)
     Accounts payable and accrued liabilities     (735)     2,169     (1,533)
     Deferred revenue                             (538)    (2,811)     7,875
     Other                                         151        159       (126)
                                               --------  ---------  ---------
       Net cash provided by (used in)
         operating activities                    4,404     (4,965)   (15,012)
                                               --------  ---------  ---------
Cash flows from investing activities:
   Purchase of property, plant and equipment      (579)      (706)      (433)
   Proceeds from sale of equipment                  29         --         --
   Payments for intellectual property             (509)      (527)      (558)
   Proceeds from sale of investment                --          --      8,618
                                               --------  ---------  ---------
       Net cash provided by (used in)
         investing activities                   (1,059)    (1,233)     7,627
                                               --------  ---------  ---------
Cash flows from financing activities:
   Proceeds from debenture issuance                 --      8,000         --
   Debenture issue costs                            --       (758)        --
   Principal payments on debentures             (1,400)        --     (7,000)
   Redemption of convertible preferred stock        --     (1,174)        --
   Issuance of common stock, net of expenses       136         93     10,388
                                               --------  ---------  ---------
       Net cash provided by (used in)
         financing activities                   (1,264)     6,161      3,388
                                               --------  ---------  ---------
Net increase (decrease) in cash and
   cash equivalents                              2,081        (37)    (3,997)
Cash and cash equivalents, beginning of year     3,222      3,259      7,256
                                               --------  ---------  ---------
Cash and cash equivalents, end of year         $ 5,303   $  3,222   $  3,259
                                               ========  =========  =========
See accompanying notes to consolidated financial statements.
                                    Page F-8
<PAGE>
                        RAMTRON INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       December 31, 2003, 2002 and 2001
                           ------------------------

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 currently has two product lines,
ferroelectric nonvolatile random access memory (FRAM) products sold through
the Company's Ramtron business unit and high-performance dynamic random
access memory (DRAM) products sold through its Mushkin Inc. (Mushkin)
subsidiary and historically through its Enhanced Memory Systems, Inc. (EMS)
subsidiary.  EMS is not expected to generate product revenue in the periods
beyond 2003.

The Company's revenue is derived primarily from the sale of its FRAM and
DRAM module 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 have been made to various customers for use in a
variety of applications including utility meters, office equipment, consumer
electronics, telecommunications, accelerator boards, disk controllers,
personal computers and industrial control devices.

The Company has incurred 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, achieving forecasted
revenue, the Company's ability to successfully sell its products at prices
that are sufficient to cover its operating costs, entering into additional
license and research and development arrangements and success in raising
additional financing to fund operations as necessary.  There is no guarantee
that the Company will be successful in addressing such risks.

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

PRINCIPLES OF CONSOLIDATION.  The accompanying financial statements include
the consolidation of accounts for the Company's 80% owned subsidiary,
EMS and its wholly owned subsidiaries, Mushkin and Ramtron Kabushiki Kaisha
(Ramtron K.K.).  EMS and Mushkin operate the Company's DRAM businesses
targeting high performance DRAM and SRAM markets and retail and e-commerce
market segments, respectively.  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.

                                   Page F-9
<PAGE>
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.

CASH AND CASH EQUIVALENTS.  The Company considers all cash and highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.  There were no investment securities included in cash and
cash equivalents at December 31, 2003.  $1.5 million of investment securities
were included in cash and cash equivalents as of December 31, 2002.  These
securities are classified as available-for-sale and are carried at their
amortized cost, which approximates fair value.

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.

GOODWILL.  Goodwill represents the excess of the purchase price over the fair
value of identifiable net tangible and intangible assets acquired in a
business combination.  On January 1, 2002, the Company adopted Statement of
Financial Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS
No. 142) and ceased amortization of its goodwill.  Goodwill is required to be
tested for impairment annually, or more frequently if events or changes in
circumstances indicate that goodwill may be impaired.  In accordance with
SFAS No. 142, the Company performed its annual goodwill impairment
testing as of December 31, 2003, and determined that no impairments existed
at that date.  For more information on goodwill and the adoption of SFAS
No. 142, see Note 4.

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-10
<PAGE>
IMPAIRMENT OF LONG-LIVED ASSETS.  The Company reviews the carrying
values of its long-lived assets whenever events or changes in circumstances
indicate that such carrying values may not be recoverable.  Under SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS
No. 144), long-lived 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, 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.  For more information on impairments of long-lived
assets and the adoption of SFAS No. 144, see Note 4.

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 when it is unable to make a
reasonable estimate of product returns due to insufficient historical product
return information.

The Company has historically recorded all shipments to distributors as
deferred revenue until shipped to the end customer because the Company did
not believe it had adequate historical data to make a reasonable estimate of
the amount of future returns as required under SFAS No. 48, "Revenue
Recognition When Right of Return Exists."  During the first quarter of 2003,
the Company concluded that it had sufficient shipment and return experience
to allow for the recognition of revenue on shipments to certain distributors
at the time of shipment, along with a reserve for estimated returns.
Accordingly, during the first quarter of 2003, the Company recognized an
additional $1.3 million in product sales revenue that would have been
deferred prior to this change in estimate.  The impact on gross margins from
this additional revenue was approximately $490,000 for the year ended
December 31, 2003.

Revenue from licensing programs is recognized over the period the Company is
required to provide services under the terms of the agreement.  Revenue 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 longer licensing period. 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.

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

                                   Page F-11
<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.

NET LOSS PER SHARE.  The Company calculates its income (loss) per share
pursuant to SFAS No. 128, "Earnings Per Share" (SFAS No. 128).  Under SFAS
No. 128, basic income (loss) per share is computed by dividing reported
income (loss) available to common stockholders by weighted average shares
outstanding.  Diluted income (loss) per share reflects the potential dilution
assuming the issuance of common shares for all dilutive potential common
shares outstanding during the period.  In periods where the Company records a
net loss, all potentially dilutive securities, including warrants and stock
options, would be anti-dilutive and thus, are excluded from diluted
loss per share.

The following table sets forth the calculation of net loss per common share
for the periods ended December 31, 2003, 2002 and 2001 (in thousands, except
per share amounts):

                                                     December 31,
                                            -------------------------------
                                               2003       2002      2001
                                            ---------  ---------  ---------

Net loss applicable to common shares        $ (9,505)  $ (1,923)  $(33,151)
                                            =========  =========  =========
Common shares outstanding:
   Historical common shares outstanding
     at beginning of period                   22,124     22,081     17,477
   Weighted average common shares
     issued during period                         25          7      3,700
                                            ---------  ---------  ---------
Weighted average common shares at
  end of period - basic and diluted           22,149     22,088     21,177
                                            =========  =========  =========
Net loss per share - basic and diluted      $  (0.43)  $  (0.09)  $  (1.57)
                                            =========  =========  =========

For the years ended December 31, 2003, 2002 and 2001 the Company had
several equity instruments or obligations that could create future dilution
to the Company's common stockholders and which were not classified as
outstanding common shares of the Company.  The following table details such

                                   Page F-12
<PAGE>
instruments and obligations and the common stock equivalent for each.  The
common stock number is based on specific conversion or issuance assumptions
pursuant to the corresponding terms of each individual instrument or
obligation.  These potential stock issuances were excluded from loss per
share calculations because their effect was anti-dilutive:

                                                December 31,
                                       -------------------------------
                                          2003       2002       2001
                                       ---------  ---------  ---------
                                                (in thousands)

Warrants                                 2,349       2,374     1,838
Options                                  4,545       4,535     3,717
Convertible preferred stock                 --          --       216
Convertible debentures                   1,751       2,123        --

STOCK-BASED COMPENSATON.  At December 31, 2003, the Company had four stock-
based compensation plans, which are more fully described in Note 7.  The
Company accounts for employee stock-based compensation using the intrinsic
value method prescribed by Accounting Principles Board Opinion No. 25 (APB
No. 25), "Accounting for Stock Issued to Employees" and related
interpretations.  All options granted under these plans have an exercise
price equal to the market value of the underlying common stock on the date of
grant, therefore no stock-based compensation is reflected in net loss.  Had
compensation cost for these plans been determined consistent with SFAS No.
123, "Accounting for Stock-Based Compensation" as amended by SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure, and
Amendment of FASB Statement No. 123," the Company's net loss would have been
increased to the following adjusted amounts:

                                   Year Ended     Year Ended     Year Ended
                                  Dec. 31, 2003  Dec. 31, 2002  Dec. 31, 2001
                                  -------------  -------------  -------------
                                    (in thousands, except per share amounts)
Net Loss Applicable to
  Common Shares
    As reported                       $ (9,505)     $(1,923)      $(33,151)
    Pro forma                          (10,885)      (4,181)       (36,235)

Net Loss Per Share
    As reported - basic and diluted   $ (0.43)      $ (0.09)      $  (1.57)
    Pro forma - basic and diluted       (0.49)        (0.19)         (1.71)

                                   Page F-13
<PAGE>
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 2003, 2002 and 2001 grants:

                                         2003          2002          2001
                                      ----------    ----------    ----------
          Risk Free Interest Rate        3.00%         4.00%         4.00%
          Expected Dividend Yield           0%            0%            0%
          Expected Lives               4.0 years     4.0 years     4.0 years
          Expected Volatility             108%          111%          113%

The weighted average fair value of shares granted during the years ended
December 31, 2003, 2002 and 2001 was $1.68, $2.75, and $1.67, respectively.

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.  The carrying amount of the convertible debentures approximates its
fair value because the fixed interest rate approximates a current market
rate.

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

RECLASSIFICATIONS.  Certain 2002 and 2001 balances have been reclassified to
conform to the current year presentation.

NEW ACCOUNTING PRONOUNCEMENTS.  In January 2003, the Financial Accounting
Standards Board (FASB) issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" (FIN No. 46).  This interpretation clarifies
existing accounting principles related to the preparation of consolidated
financial statements when the equity investors in an entity do not have the
characteristics of a controlling financial interest or when the equity at
risk is not sufficient for the entity to finance its activities without
additional subordinated financial support from others parties. FIN No. 46
requires a company to evaluate all existing arrangements to identify
situations where a company has a "variable interest" (commonly evidenced by a
guarantee arrangement or other commitment to provide financial support) in a
"variable interest entity" (commonly a thinly capitalized entity) and further
determine when such variable interests require a company to consolidate the
variable interest entities' financial statements with its own. The Company is
required to perform this assessment by March 31, 2004 and consolidate any
variable interest entities for which it will absorb a majority of the
entities' expected losses or receive a majority of the expected residual
gains.  Management does not believe it has any material variable interest
entities that it would be required to consolidate.

                                   Page F-14
<PAGE>
2.  INVENTORIES:

Inventories consist of:

                                           December 31,
                                        ------------------
                                         2003        2002
                                        ------      ------
                                          (in thousands)

          Finished goods                $2,269      $3,783
          Work in process                3,191       5,401
          Obsolescence reserve            (507)       (232)
                                        ------      ------
                                        $4,953      $8,952
                                        ======      ======

3.  PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of:

                                              Estimated      December 31,
                                             Useful Lives  -----------------
                                              (In Years)     2003      2002
                                             ------------  -------   -------
                                                             (in thousands)

Land                                             --        $   668   $   668
Buildings and improvements                    18 and 10      8,942     8,942
Equipment                                         5         15,057    14,892
Office furniture and equipment                    5            620       620
                                                           -------   -------
                                                            25,287    25,122
Less accumulated depreciation and amortization             (21,092)  (20,522)
                                                           -------   -------
                                                           $ 4,195   $ 4,600
                                                           =======   =======

Depreciation and amortization expense for property, plant and equipment was
$965,000, $1,047,000, and $1,087,000 for 2003, 2002 and 2001, respectively.
Maintenance and repairs expense was $618,000, $616,000, and $710,000 for
2003, 2002 and 2001, respectively.

                                   Page F-15
<PAGE>
4.  GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill and other intangible assets consist of:

                                      December 31,       December 31,
                                         2003                2002
                                     -------------       ------------
                                               (in thousands)
   Goodwill                            $10,019             $13,862
   Amortizable intangible assets:
       Patents                           7,160               7,934
       Product license fees              2,150               2,150
       Process technology                   --               1,983
                                       --------            --------
                                        19,329              25,929

   Accumulated amortization:
       Goodwill                         (5,999)             (5,999)
       Amortizable intangible assets    (5,241)             (5,780)
                                       --------            --------
         Total                         $ 8,089             $14,150
                                       ========            ========

The changes in the carrying amount of goodwill for the twelve months ended
December 31, 2003, by business segment are as follows:

                                       Goodwill
                           Balance     Changes       Balance
                            as of       During         as of
                          January 1,     the       December 31,
                            2003         Year          2003
                          ---------    ---------    ---------
                                     (in thousands)

     FRAM                   $  585      $    --       $  585
     Mushkin                 7,278       (3,843)       3,435
                          ---------    ---------    ---------
     Total                  $7,863      $(3,843)      $4,020
                           ========     ========     ========

Amortization expense for goodwill was $0, $0, and $1,534,000 for 2003, 2002
and 2001, respectively.

In June 2001, the FASB issued SFAS No. 142.  SFAS No. 142 changed the
accounting for goodwill and intangible assets and required that goodwill no
longer be amortized but be tested for impairment at least annually or more
frequently if indicators of potential impairment exist.  The provisions of
SFAS No. 142 were effective for fiscal years beginning after December 15,
2001, except for provisions

                                   Page F-16
<PAGE>
related to the non-amortization and amortization of goodwill and intangible
assets acquired after June 30, 2001, which were subject immediately to the
provisions of SFAS No. 142.  The Company adopted SFAS No. 142 and completed
its initial impairment review as of January 1, 2002.  There was no indicated
impairment of the Company's goodwill at the date of adoption or at its first
annual review as of December 31, 2002.  As a result of the events discussed
below, the Company determined it was necessary to perform an analysis of the
fair value of its goodwill during the second quarter of 2003.  As a result of
an analysis completed as of June 30, 2003, the Company recorded goodwill
impairment charges totaling $3,843,000.  This charge is reflective of a
sustained downturn in DRAM market conditions that the Company expected would
continue for some time into the future and had resulted in lower than
expected actual and projected revenue and profitability of its Mushkin
business unit.  In calculating the impairment charge, the fair value was
estimated using a discounted cash flow methodology and market comparisons.
The Company completed its annual analysis of the fair value of its goodwill
as of December 31, 2003 and determined there is no indicated impairment of
its goodwill.

On January 1, 2002, in accordance with SFAS No. 142, the Company ceased
amortization of its goodwill which occurred on or before June 30, 2001.  The
following information is presented as if SFAS No. 142 was adopted as of
January 1, 2001.  The reconciliation of previously reported loss and
loss per share to the amounts adjusted for the exclusion of goodwill
amortization net of the related income tax effect is as follows:

                                      For the years ended December 31,
                                      --------------------------------
                                        2003        2002        2001
                                      --------    --------    --------
                                           (in thousands, except
                                             per share amounts)

     Reported net loss applicable
       to common shares               $(9,505)    $(1,923)    $(33,151)
     Add: Goodwill amortization            --          --        1,534
                                      --------    ---------   ---------
     Adjusted net loss applicable to
        common shares                 $(9,505)    $(1,923)    $(31,617)
                                      ========    =========   =========

     Reported loss per common
       share - basic and diluted      $(0.43)     $ (0.09)    $  (1.57)
     Add: Goodwill amortization           --           --         0.08
                                      --------    ---------   ---------
     Adjusted loss per common
       share - basic and diluted      $(0.43)     $ (0.09)    $  (1.49)
                                      ========    =========   =========

                                   Page F-17
<PAGE>
In June 2003, EMS was notified by its primary contract engineering service
customers that on-going product development programs would be discontinued no
later than July 31, 2003.  As a result, the Company will no longer pursue
sales or development of EMS' DRAM products.  However, the Company will
pursue the sale or licensing of EMS' intellectual property assets.  The EMS
intellectual property assets are held as collateral for the Infineon
debenture and any sale of these assets will require the prior approval
and release by Infineon.  As a result of these events, a valuation of EMS'
intangible assets was completed and impairment charges of $1,687,000 were
recorded to adjust asset carrying values to their estimated fair value at
June 30, 2003. The fair values were determined by obtaining an appraisal from
an independent consulting firm specializing in such valuations.

Amortization expense was $706,000, $790,000 and $812,000 in 2003, 2002 and
2001, respectively.  Estimated amortization expense for intangible assets is
$550,000 annually in 2004 through 2008 and $1.3 million thereafter.

5.  LONG-TERM DEBT:

On March 14, 2002, the Company signed an agreement to issue $8.0 million
of 5 year, 5% fixed rate, convertible debentures to Infineon Technologies AG
(Infineon), Halifax Fund (Halifax), managed by The Palladin Group, L.P.
and Bramwell Capital Corporation (Bramwell), managed by Cavallo Capital.
Prior to issuance of the convertible debentures, Infineon owned 4,430,005
shares of Ramtron's outstanding common stock, or 20% of its outstanding
shares, and 20% of the outstanding shares of the Company's subsidiary,
EMS.  On March 29, 2002, the Company issued a $3 million debenture to
Infineon.  The Halifax and Bramwell debentures, totaling $5 million, were
issued on April 1, 2002.  The debentures are convertible into the Company's
common stock at a fixed conversion price of $3.769 per share, 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 debentures issued to
Halifax and Bramwell are secured by a Deed of Trust on the Company's
headquarters facility in Colorado Springs, Colorado.  The Infineon debenture
is secured by a security interest the Company granted to Infineon in certain
of its accounts receivable and patents.

In addition, 700,435 shares, 5-year common stock warrants were issued to the
investors with an exercise price of $4.28 per share. The warrants were valued
using the Black Scholes option pricing method with a resulting total value of
approximately $1,773,000.  The following assumptions were used to value
these warrants: risk free interest rate of 4.93%, expected dividend yield of
0%, expected life of five years, and expected volatility of 113%.  This
amount is accounted for as a discount to the outstanding debentures and is
being amortized over the life of the debentures as a charge to interest
expense.  The unamortized discount pertaining to the outstanding debentures
as of December 31, 2003 and 2002 as a result of the issuance of the warrants
is approximately $1,183,000 and $1,507,000, respectively.

                                   Page F-18
<PAGE>
As a result of the conversion terms of these debentures, a beneficial
conversion feature of $900,000 was created.  This beneficial conversion
feature was recorded as an increase to additional paid-in-capital and as a
debt discount to the outstanding debentures.  This discount is being
amortized over the life of the debentures as a charge to interest expense.
The unamortized discount pertaining to the outstanding debentures as of
December 31, 2003 and 2002 as a result of the beneficial conversion feature
is approximately $601,000 and $765,000, respectively.

The debentures contain covenants, which are customary for this type of
financing, including, without limitation: achieving a minimum amount of
earnings before interest, taxes, depreciation and amortization (EBITDA), as
defined in the debenture agreements, and not exceeding a defined level of
capital expenditures.  As of June 30, 2003, the Company failed to meet the
minimum EBITDA covenant under the debenture agreements, which by the terms of
the debentures became an event of default on July 30, 2003 (Default). On
August 18, 2003, the Company entered into a Waiver and Amendment to Debenture
Agreement (Waiver Agreement) with the debenture holders.  The Waiver
Agreement provided for a waiver of the Default as well as a waiver of all
remaining EBITDA covenants during 2003.  In addition, the Waiver Agreement
requires that the Company make quarterly principal payments to the debenture
holders totaling $3.8 million from August 2003 through December 2004.  The
Company paid the first two principal payments of $800,000 and $600,000 on
August 19, 2003 and December 31, 2003, respectively.  The remaining four
quarterly payments in 2004 will be between $600,000 and $620,000 each.  If
the Company fails to make any of the required principal payments, the
debenture holders may elect to convert the missed payment amount to common
stock at a conversion price equal to 90% of the daily volume weighted moving
average for each of the 60 trading days following the notice of failure to
pay or can require all the amounts then outstanding be paid.  The debenture
holders may elect to waive any quarterly redemption.  In addition, the Waiver
Agreement lowered the exercise price of the 700,435 common stock warrants
held by the debenture holders from $4.28 to a price equal to 150% of the
average closing bid price for the Company's common stock for the 5 trading
days immediately preceding the effective date of the Waiver Agreement ($3.04
per share) and extended the exercise period for one year.  The adjustment to
the original terms of the warrants created an additional non-cash increase of
approximately $179,000 to debt discount and additional paid-in capital during
2003.  This increase to debt discount is being  amortized into interest
expense over the remaining life of the debenture.  As of December 31, 2003
the Company was in compliance with or has obtained waivers for all covenants
of the debentures.  The Company believes it will be able to meet its covenant
requirements from January 1, 2004 through at least December 31, 2004 and, as
such, has classified the amounts due after December 31, 2004 as long-term.

Future maturities of the debentures are $2.4 million in 2004 and $4.2 million
in 2007.

Interest paid to the debenture holders during 2003 and 2002 was approximately
$385,000 and $305,000, respectively.

                                   Page F-19
<PAGE>
On March 31, 2003, the Company signed an agreement with Wells Fargo Business
Credit, Inc. to provide a secured $3.0 million revolving line of credit.  The
credit facility provides for interest at a floating rate equal to the prime
lending rate plus 1.75% per annum and a term of 3 years.  Security for the
credit facility includes the Company's non-European accounts receivable and
inventories.  The Company has yet to borrow any funds under this credit
facility.  Minimum interest charges paid to Wells Fargo Business Credit
during 2003 was approximately $107,000.  Amounts available under the credit
facility were approximately $1.7 million as of December 31, 2003.

6.  COMMITMENTS:

LEASE COMMITMENTS.  The Company has commitments under non-cancelable
operating leases expiring through 2008 for various equipment and facilities.
Minimum future annual lease payments under these leases as of December 31,
2003 are as follows:

            2004         $ 72,000
            2005           71,000
            2006           66,000
            2007           52,000
            2008           46,000
                         --------
                         $307,000
                         ========

Total rent expense on all operating leases was $986,000, $1,312,000, and
$698,000 for 2003, 2002 and 2001, respectively.

MANUFACTURING ALLIANCES.  The Company has entered into a third-party
manufacturing agreement for the supply of its FRAM products.  The Company's
third-party manufacturing agreement provides only for a call on the
manufacturing capacity of the vendor.  The product will be supplied to the
Company at prices negotiated between the Company and the third-party
manufacturer based on current market conditions.  The Company does not engage
in any take-or-pay agreements with its manufacturing vendors.

7.  STOCKHOLDERS' EQUITY:

PREFERRED STOCK.  In February 1998, the Company issued and sold in a
private placement Series A Convertible Preferred Stock (Preferred Stock).
On July 20, 1999, the Company's common stockholders approved the
restructuring of the terms of the Company's Preferred Stock. After the
restructuring, 872 shares of Preferred Stock remained outstanding.

The restated terms of the remaining Preferred Stock included (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

                                   Page F-20
<PAGE>
maturity of $1,000 per share plus accrued dividends. On July 31, 2002, in
accordance with the restated terms of the preferred stock, the Company
redeemed 1,160 shares for $1,174,000.

For the years ended December 31, 2003, 2002 and 2001, the Company recorded
$0, $82,000 and $139,000 of dividends, respectively and $0, $14,000 and
$24,000 of discount accretion on redeemable preferred stock, respectively.

COMMON STOCK PLACEMENT WITH INFINEON TECHNOLOGIES AG.  The Company and
Infineon entered into a share purchase agreement dated December 14, 2000
pursuant to which Infineon agreed to acquire 4,430,005 shares of the
Company's common stock, the equivalent of 20% of the Company's outstanding
common shares.  In exchange for this ownership position, Ramtron received
$10 million in cash and 443,488 shares of Infineon's common 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.  The initial closing occurred February 2, 2001,
providing the Company with $10 million in cash 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 in exchange for 2,953,337
shares of the Company's common stock. All Infineon shares were sold
by the Company during 2001.

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, 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

Cancelled                          $5.00           (220)       (20)     (240)
Granted                        $3.77 - $4.28(1)     700         76       776
                                                 ---------------------------
Outstanding and exercisable
at December 31, 2002           $2.25 - $17.00     2,273        101     2,374

Cancelled                      $4.28 - $17.00(1)   (700)       (25)     (725)
Granted                            $3.04(1)         700         --       700
                                                 ---------------------------
Outstanding and exercisable
at December 31, 2003           $2.25 - $6.88      2,273         76     2,349
                                                 ===========================

                                   Page F-21
<PAGE>
All of the outstanding warrants are currently exercisable.  Of such warrants,
warrants to purchase 18,000 shares at $3.77 expire in March 2004; warrants to
purchase 58,000 shares at $4.11 expire in March 2007, warrants to purchase
667,000 shares at $6.88 expire in December 2007; warrants to purchase 700,000
shares at $3.04 expire in March 2008;and warrants to purchase 906,000 shares
of common stock with an exercise price of $2.25 expire in 2008 and 2009.

----------

(1)  In March 2002, the Company issued 700,435 warrants to purchasers of
     $8 million of convertible debentures offered by the Company at an
     exercise price of $4.28 per share.  These warrants vested immediately
     and were valued at $1,773,000.  These warrants were amended pursuant
     to a debt covenant waiver agreement dated August 18, 2003.  The amended
     warrants have an exercise price of $3.04 per share and expire in
     March 2008.

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

STOCK OPTIONS.  The Company has four stock option plans, the Amended and
Restated 1986 Stock Option Plan (the 1986 Plan), the 1989 Non-statutory
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 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, 2003, the
Company has not granted any incentive stock options.  The number of options
available for future grant on these plans is 862,391.

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.

                                   Page F-22
<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, 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

Granted                       $ 3.74           400        713      1,113
Cancelled                     $ 9.93           (10)      (242)      (252)
Exercised                     $ 2.19            --        (43)       (43)
                                           -------------------------------
Outstanding at
December 31, 2002             $ 6.54         2,147      2,388      4,535

Granted                       $ 2.31           425        662      1,087
Cancelled                     $ 6.49          (344)      (666)    (1,010)
Exercised                     $ 2.03            --        (67)       (67)
Reclassification                              (388)       388         --
                                           -------------------------------
Outstanding at
December 31, 2003             $ 5.61         1,840      2,705      4,545
                                           ===============================

As of December 31, 2003, 2002 and 2001, 2,735,000, 2,406,000, and 1,792,000
of the above options were exercisable, respectively, with weighted average
exercise prices of $7.26, $8.79, and $10.90, respectively.

                                   Page F-23
<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         Options          Exercise      Contractual
         Range            Outstanding         Price           Life
     --------------       -----------       ----------     ------------
                         (in thousands)

     $1.47 - $ 2.19           925             $ 1.94           7.40
     $2.24 - $ 2.25           325               2.25           6.00
     $2.30 - $ 2.32         1,019               2.32           9.80
     $2.36 - $ 5.47         1,185               4.18           8.31
     $5.50 - $40.10         1,091              14.34           5.22
                            -----
                            4,545               5.61           7.55
                            =====

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

     $1.47 - $ 2.19           663            $ 1.97            7.40
     $2.24 - $ 2.25           325              2.25            6.00
     $2.30 - $ 2.32           175              2.32            9.80
     $2.36 - $ 5.47           588              4.41            8.31
     $5.50 - $40.10           984             15.07            5.22
                            -----
                            2,735              7.26            6.80
                            =====

8.  RELATED PARTY TRANSACTIONS:

TRANSACTIONS WITH THE FUND.  The National Electrical Benefit Fund (the
Fund) is a principal stockholder of the Company.

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 2003,
2002 and 2001, the Company was obligated to pay to the Fund approximately
$80,000 per year in payment of such fees and expenses.  Payments made for

                                   Page F-24
<PAGE>
these obligations were $142,000, $0 and $471,000 during 2003, 2002 and 2001,
respectively.  The $471,000 payment in 2001 included previously accumulated
fees and expenses.  $20,000 and $100,000 related to this obligation are
included in accrued liabilities as of December 31, 2003 and 2002,
respectively.

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 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.

TRANSACTIONS INVOLVING INFINEON TECHNOLOGIES AG.  Infineon Technologies AG is
a principal stockholder of the Company.

The Company and Infineon entered into a share purchase agreement dated
December 14, 2000 pursuant to which Infineon agreed to acquire 4,430,005
shares of the Company's common stock, the equivalent of 20% of the Company's
outstanding common shares.  In exchange for this ownership position, Ramtron
received $10 million in cash and 443,488 shares of Infineon's common stock.
The initial closing occurred February 2, 2001, providing the Company with $10
million in cash 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 in exchange for 2,953,337 shares of the Company's common
stock. All Infineon shares were sold by the Company during 2001. 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.

In January 2000, the Company's then wholly owned subsidiary, EMS, entered
into a non-exclusive, worldwide technology licensing agreement with Infineon.
In consideration for the grant of the license to Infineon's technology,
Infineon received 20% of the outstanding common stock of EMS.  Additionally,
the agreement called for Infineon to provide EMS with committed wafer
manufacturing capacity using Infineon's advanced DRAM and embedded DRAM
process capabilities and access to Infineon's design technology.  Payments to
Infineon for wafers, photomasks and tooling charges related to EMS's
committed wafer manufacturing capacity during 2003, 2002 and 2001 were
approximately $1,091,000, $2,174,000 and $2,272,000, respectively.

                                   Page F-25
<PAGE>
During 2002 and 2003, Infineon and EMS entered into agreements whereby EMS
agreed to design and develop new products for Infineon on a fixed-fee basis.
Revenue recognized from these agreements was approximately $514,000 and
$605,000 for 2003 and 2002, respectively.

On March 29, 2002, the Company issued a $3 million, 5% interest, 5-year
debenture to Infineon.  The debenture is convertible into the Company's
common stock at a fixed conversion price of $3.769 per share, 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 Infineon debenture is
secured by a security interest the Company granted to Infineon in certain of
its accounts receivable and patents.  In addition, 262,663 common stock
warrants are held by Infineon with a modified exercise price of $3.04 per
share and an expiration date of March 28, 2008. Interest paid to Infineon
during 2003 and 2002 was approximately $150,000 and $115,000, respectively.

9.  SUPPLEMENTAL CASH FLOW INFORMATION:

CASH PAID FOR INTEREST AND INCOME TAXES:
                                                      2003     2002     2001
                                                     ------   ------   ------
                                                          (in thousands)

Interest                                              $508     $326     $533
Income taxes                                            --       --       --

10.  INCOME TAXES:

As of December 31, 2003, the Company had approximately $152 million of net
operating loss carryovers for tax purposes.  Further, the Company has
approximately $1.6 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 2023.  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 deferred income taxes are
as follows:

                                              December 31,
                                          --------------------
                                            2003        2002
                                          --------    --------
                                             (in thousands)
Deferred tax assets:
  Capital loss carryovers                 $ 7,300     $ 7,300
  Deferred revenue                          2,800       3,200
  Other                                     4,770       3,300
  Net operating loss carryovers            60,880      60,900
                                          --------    --------
                                           75,750      74,700
Valuation allowance                       (75,750)    (74,700)
                                          --------    --------
                                          $    --     $    --
                                          ========    ========

                                   Page F-26
<PAGE>
Management has determined, based on all available evidence, it is more likely
than not that the deferred tax assets will not be realized.  Accordingly, the
Company has recorded a valuation allowance equal to its net deferred tax
assets as of December 31, 2003.

The provision for income taxes includes the following:

                                                   December 31,
                                          ------------------------------
                                            2003       2002       2001
                                          -------    --------   --------
                                                  (in thousands)
Current:
  Federal                                 $   --     $    --    $    --
  State                                       --          --         --
                                          -------    --------   --------
  Total current                               --          --         --

Deferred:
  Federal                                 (1,610)       (500)    (11,000)
  State                                     (230)        (50)     (1,600)
                                          -------    --------   --------
  Total deferred benefit                  (1,840)       (550)    (12,600)

  Increase in valuation allowance          1,840         550      12,600
                                          -------    --------   --------
Total provision                           $   --     $    --    $     --
                                          =======    ========   ========

Total income tax expense (benefit) differs from the amount computed by
applying the statutory federal income (loss) tax rate to income before taxes.
The reasons for this difference for the years ended December 31 were as
follows:

                                               2003      2002      2001
                                             --------   ------   ---------
                                                   (in thousands)

Computed tax at federal statutory rate       $(3,327)   $(639)   $(11,546)
State income taxes, net of federal impact       (229)     (91)     (1,649)
Non-deductible expenses                        1,716      180         595
Increase in valuation allowance                1,840      550      12,600
                                             --------   ------   ---------
  Total income tax expense                   $    --    $  --    $     --
                                             ========   ======   =========

During 2003, 2002 and 2001, net operating loss carryovers of approximately
$2.4 million, $5.1 million and $4.7 million, respectively, expired.

Tax expense other than payroll and income taxes were $222,000, $269,000, and
$119,000 for 2003, 2002 and 2001, respectively.

                                   Page F-27
<PAGE>
11.  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.

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 distribution channels.

The Company's operations are conducted through three business segments.  FRAM
licenses, manufactures and distributes ferroelectric nonvolatile random
access memory products.  Mushkin distributes high-speed DRAM module products
in the aftermarket through both direct and e-commerce sales channels.
Historically, EMS licensed, manufactured and distributed high-speed DRAM
products.  During 2003, EMS was notified by its primary contract engineering
service customers that on-going product development programs would be
discontinued no later than July 31, 2003.  As a result, the Company will no
longer pursue sales or development of EMS' DRAM products.

                                   Page F-28
<PAGE>
The accounting policies for determining segment net income (loss) are the
same as those used in the consolidated financial statements.  There are no
internal sales between segments or geographic regions.
<TABLE>
<CAPTION>
                                     2003                                  2002                                2001
                     -----------------------------------  -----------------------------------  ------------------------------------
                        FRAM     EMS    Mushkin   Total      FRAM     EMS    Mushkin   Total     FRAM      EMS     Mushkin   Total
                     -----------------------------------  -----------------------------------  ------------------------------------
                                                                    (in thousands)
<S>                  <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>       <C>     <C>
Product sales        $26,593  $   871  $11,446  $38,910   $22,224  $  1,772 $16,313  $40,309   $ 4,541  $  1,158  $11,514 $ 17,213
License & development
   fees                  498       --       --      498     6,829        --      --    6,829     2,602       102       --    2,704
Royalties                480       --       --      480       398        --      --      398       295        --       --      295
Customer sponsored
   research and
   development         1,162    1,349       --    2,511       578     2,431      --    3,009        --     2,644       --    2,644
                     -----------------------------------  -----------------------------------  ------------------------------------
                      28,733    2,220   11,446   42,399    30,029     4,203  16,313   50,545     7,438     3,904   11,514   22,856

Operating costs      (26,503)  (7,176) (11,367) (45,046)  (23,924)  (11,451)(16,470) (51,845)  (16,874)  (14,274) (12,678) (43,826)
Impairment charges        --   (1,687)  (3,843)  (5,530)       --        --      --       --        --        --       --       --
                     -----------------------------------  -----------------------------------  ------------------------------------
Operating income(loss) 2,230   (6,643)  (3,764)  (8,177)    6,105    (7,248)   (157)  (1,300)   (9,436)  (10,370)  (1,164) (20,970)

Other                      2       10       --       12         6       265      --      271        23       268       --      291
                     -----------------------------------  -----------------------------------  ------------------------------------
Segment income(loss) $ 2,232  $(6,633) $(3,764) $(8,165)  $ 6,111  $ (6,983)$  (157) $(1,029)  $(9,413) $(10,102) $(1,164)$(20,679)
                     ===================================  ===================================  ====================================

Total assets         $20,942  $ 2,847  $ 5,856  $29,645   $23,711  $  7,757  $ 9,474 $40,942   $19,729  $  6,270  $ 9,820   $35,819

Depreciation and
  amortization       $ 1,140  $   517  $    14  $ 1,671   $ 1,123  $    689  $    25 $ 1,837   $ 1,287  $    783  $ 1,363   $ 3,433

Capital additions    $   578  $    --  $     1  $   579   $   496  $    185  $    24 $   706   $   393  $     27  $    13   $   433

Intangible additions $   481  $    28  $    --  $   509   $   527  $     --  $    -- $   527   $   434  $    124  $    --   $   558
</TABLE>

Segment income (loss) excludes interest income, interest expense and special
charges on a total basis of $(1,340,000), $(798,000), and $(12,309,000) in
2003, 2002 and 2001, respectively, not allocated to business segments.

                                   Page F-29
<PAGE>
Revenue amounts and percentages for major customers representing more than
10% of total revenue are as follows:

                     2003                  2002                  2001
            --------------------- --------------------- ---------------------
               FRAM       DRAM       FRAM       DRAM       FRAM       DRAM
            ---------- ---------- ---------- ---------- ---------- ----------
                                      (in thousands)

Customer A      -- --     -- --   $6,508 13%    -- --   $2,667 12%     -- --
Customer B      -- --     -- --       -- --     -- --    2,567 11%     -- --
Customer C $15,815 37%    -- --   16,339 32%    -- --       -- --      -- --
Customer D      -- -- $5,751 14%      -- -- $6,714 13%      -- --      -- --

The following geographic area data include revenue 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 Revenue:

                                      2003        2002        2001
                                    -------     -------     -------
                                             (in thousands)

United States                       $13,886     $26,813     $17,651
Japan                                 3,359       1,791         772
Canada                                1,144         752         291
United Kingdom                        1,169         879         561
Germany                               2,063       1,293         683
China/Hong Kong                       5,540      10,662         629
Italy                                13,132       6,648       1,674
Rest of world                         2,106       1,707         595
                                    -------     -------     -------
Total                               $42,399     $50,545     $22,856
                                    =======     =======     =======

Geographic Area Long-lived Assets (Net):

                                      2003        2002        2001
                                    -------     -------     -------
                                             (in thousands)

United States                       $12,651     $19,342     $19,276
Thailand                                222         179         294
Rest of world                            27          34          47
                                    -------     -------     -------
                                    $12,900     $19,555     $19,617
                                    =======     =======     =======

                                   Page F-30
<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 employees are
participants.  Participants in the 401(k) Plan may make maximum pretax
contributions, subject to limitations imposed by the Code, of 100% 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 interference counts, which are still pending.  The
Company remains in possession of the issued United States Patent and retains

                                   Page F-31
<PAGE>
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.  In November
2002, the Patent Office informed the Company and National that it will not
change its August 2001 decision.  In December 2002, the Company appealed this
decision to the District Court of the District of Columbia.

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-32
<PAGE>
15.  QUARTERLY DATA (UNAUDITED):

The following unaudited information shows selected items by quarter for the
years 2003 and 2002.
<TABLE>
<CAPTION>
                                                  2003                                      2002
                                ----------------------------------------  ----------------------------------------
                                    Q1        Q2        Q3        Q4          Q1        Q2        Q3        Q4
                                ----------------------------------------  ----------------------------------------
                                                   (in thousands except per share data)
<S>                             <C>        <C>        <C>       <C>         <C>       <C>        <C>        <C>
Revenue                         $11,011    $11,689    $ 7,920   $11,779   $12,624    $12,645    $13,825   $11,451
Gross margin, product sales(1)    2,677      4,443      2,641     4,517     2,454      3,306      3,380     2,889
Impairment charges                   --      5,530         --        --        --         --         --        --
Operating income (loss)          (1,527)    (5,675)    (1,916)      941    (1,112)      (478)       329       (39)
Net income (loss) applicable
  to common shares               (1,805)    (5,972)    (2,295)      567    (1,153)      (761)       139      (148)
Net income (loss) per share:
  -  basic                      $ (0.08)   $ (0.27)   $ (0.10)  $  0.03    $(0.05)    $(0.03)   $  0.01    $(0.01)
  -  diluted                    $ (0.08)   $ (0.27)   $ (0.10)  $  0.02    $(0.05)    $(0.03)   $  0.01    $(0.01)
</TABLE>
---------
(1) includes provision for inventory write-off.

                                   Page F-33
<PAGE>
                         RAMTRON INTERNATIONAL CORPORATION
                                  SCHEDULE II
                         VALUATION AND QUALIFYING ACCOUNTS
                                (in thousands)

Column A           Column B        Column C            Column D    Column E
---------          ----------      ----------          ----------  ----------
                                    Additions
                               ----------------------
                   Balance at  Charged to  Charged to              Balance at
                   Beginning   Costs and     Other                    End
Description        of Period    Expenses    Accounts   Deductions  of Period
------------       ----------  ----------  ----------  ----------  ----------
Year Ended 12/31/01:

Accounts receivable
 reserves             $261        $114         $--        $ 81       $294
                     =====================================================
Year Ended 12/31/02:

Accounts receivable
 reserves             $294        $234         $--        $297       $231
                     =====================================================

Year Ended 12/31/03:

Accounts receivable
 reserves             $231        $390         $--        $349       $272
                     =====================================================

                                   Page F-34
<PAGE>
Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

Ramtron's former independent public accountants, Arthur Andersen LLP (Arthur
Andersen) were indicted by the United States Department of Justice on federal
obstruction of justice charges in early 2002, and ceased performing audits of
public companies.  On July 26, 2002, Ramtron's Board of Directors and Audit
Committee dismissed Arthur Andersen as the principal accountant for Ramtron
and its affiliates and engaged KPMG LLP to serve as the Company's independent
public accountants.

The opinion of Arthur Andersen included in this annual report on Form 10-K
covers our financial statements for the year ended December 31, 2001.  The
opinion is a copy of the audit report previously issued by Arthur Andersen in
connection with our annual report on Form 10-K for the year ended December 31,
2001.  Arthur Andersen has not reissued such report.

Arthur Andersen's report on our consolidated financial statements for the year
ended December 31, 2001 did not contain an adverse opinion or a disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.  During the year ended December 31, 2001 and in the
subsequent interim period preceding Arthur Andersen's replacement, there were
no disagreements on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Arthur Andersen, would have caused Arthur
Andersen to make reference to the matter in their report.

During the years ended December 31, 2001 and 2000 and through July 26, 2002,
the Company did not consulted with KPMG on matters of the type contemplated by
Item 304(a)(2) of Regulation S-K.

Ramtron filed a Form 8-K on July 26, 2002 to report these events and provided
Arthur Andersen with a copy of the foregoing disclosures.  Arthur Andersen
informed the Ramtron that it will be unable to respond to the Company's filing
stating its agreement or disagreement with such statements.

Item 9A.  CONTROLS AND PROCEDURES

Under the direction of the Ramtron's Chief Executive Officer and Chief
Financial Officer, Ramtron evaluated it disclosure controls and procedures
and internal control over financial reporting and concluded that
(i) Ramtron's disclosure controls and procedures were effective as of
December 31, 2003, and (ii) no in internal control over financial reporting
occurred during the quarter ended December 31, 2003, that has materially
affected, or is reasonably likely to materially affect, such internal control
over financial reporting.

                                   Page-53
<PAGE>
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 2004
Proxy Statement for the 2004 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 2004 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 2004
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 2004 Proxy Statement.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference from the
information contained under the caption "Executive Compensation and Other
Information" in our 2004 Proxy Statement.

PART IV

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference from the
information contained under the caption "Ratification of Appointment of
Independent Auditors" in our 2004 Proxy Statement.

Item 15.   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.

          Reports of Independent Auditors and Public Accountants
          Consolidated Balance Sheets as of December 31, 2003 and 2002
          Consolidated Statements of Operations for the years ended
             December 31, 2003, 2002 and 2001
          Consolidated Statements of Changes in Stockholders' Equity
             for the years ended December 31, 2003, 2002 and 2001
          Consolidated Statements of Cash Flow for the years ended
             December 31, 2003, 2002 and 2001
          Notes to Consolidated Financial Statements

                                   Page-54
<PAGE>
     (2)  Financial Statement Schedules

          Schedule II:  Valuation and Qualifying Accounts

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

     3.  Exhibits

         Exhibit
         Number
         -------

          3.1    Certificate of Incorporation of Registrant, as amended.(8)
          3.2    Bylaws of Registrant, as amended.(22)

          4.1    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.(6)
          4.2    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.(6)
          4.3    Warrant to purchase 667,000 shares of common stock issued by
                 the Registrant to L. David Sikes dated January 18, 2000.(9)
          4.4    Warrant amendment dated December 14, 2000 issued by the
                 Registrant to L. David Sikes.(12)
          4.5    Form of Rights Agreement, dated April 19, 2001, between
                 Ramtron International Corporation and Citibank, N.A.(13)
          4.6    Securities Purchase Agreement between the Registrant and
                 Infineon Technologies, AG, dated March 14, 2002.(17)
          4.7    Securities Purchase Agreement between the Registrant and
                 Bramwell Capital Corp. and Halifax Fund, L.P., dated
                 March 14, 2002.(17)
          4.8    Secured Convertible Debenture between the Registrant and
                 Infineon Technologies, AG, dated March 28, 2002.(17)
          4.9    Secured Convertible Debenture between the Registrant and
                 Bramwell Capital Corp., dated March 28, 2002.(17)
          4.10   Secured Convertible Debenture between the Registrant and
                 Halifax Fund, L.P. dated March 28, 2002.(17)
          4.11   Security Agreement between the Registrant and Infineon
                 Technologies, AG, dated March 28, 2002.(17)
          4.12   Amendment No. 1 to Share Purchase Agreement between
                 Registrant and Infineon Technologies, AG, dated March 28,
                 2002.(17)
          4.13   Amendment No. 1 to Registration Rights Agreement between
                 Registrant and Infineon Technologies, AG, dated March 28,
                 2002.(17)

                                   Page-55
<PAGE>
          4.14   Registration Rights Agreement between the Registrant and
                 Bramwell Capital Corp. and Halifax Fund, L.P., dated
                 March 28, 2002.(17)
          4.15   Waiver Agreement between Bramwell Capital Corporation
                 and the Registrant, dated August 18, 2003.(20)
          4.16   Waiver Agreement between Halifax Fund, L.P. and the
                 Registrant, dated August 18, 2003.(20)
          4.17   Waiver Agreement between Infineon Technologies AG and the
                 Registrant, dated August 18, 2003.(20)
          4.18   Warrant to Purchase Common Stock between the Registrant and
                 Infineon Technologies, AG, dated March 28, 2002 and as
                 amended on August 18, 2003.
          4.19   Warrant to Purchase Common Stock between the Registrant and
                 Bramwell Capital Corp., dated March 28, 2002 and as amended
                 on August 18, 2003.
          4.20   Warrant to Purchase Common Stock between the Registrant and
                 Halifax Fund, L.P., dated March 28, 2002 and as amended on
                 August 18, 2003.

         10.1    Registrant's Amended and Restated 1986 Stock Option Plan and
                 forms of Incentive Stock Option Agreement, Non-statutory
                 Stock Option Agreement and Stock Purchase Agreement.(3)
         10.2    Registrant's Amended 1989 Non-statutory Stock Option Plan
                 and forms of Non-statutory Stock Option Agreement and Stock
                 Purchase Agreement.(4)
         10.3    1995 Stock Option Plan and forms of Incentive Stock Option
                 Agreement and Non-statutory Stock Option Agreement.(5)
         10.4    Amendment No. 1 to Registrant's 1989 Non-statutory 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*   Second Amendment to FRAM Technology License Agreement
                 between Fujitsu Limited and the Registrant dated
                 September 20, 1999.(8)
         10.8    Amendment No. 2 to Registrant's 1995 Stock Option Plan dated
                 December 22, 1999.(8)
         10.9    Registrant's 1999 Stock Option Plan.(8)
         10.10   Employment Agreement effective January 1, 2000  between the
                 Registrant and L. David Sikes, dated January 18, 2000.(9)
         10.11*  Agreement between Infineon Technologies AG and Enhanced
                 Memory Systems, Inc., a subsidiary of the Registrant, as
                 amended, dated January 26, 2000.(7)
         10.12*  Agreement between Infineon Technologies AG and the
                 Registrant, as amended, dated as of January 26, 2000.(10)
         10.13*  Manufacturing Agreement between the Registrant and Hewlett-
                 Packard dated May 26, 2000.(11)
         10.14   Stock Purchase Agreement between Infineon Technologies AG
                 and Registrant dated December 14, 2000.(10)

                                   Page-56
<PAGE>
         10.15   Amendment No. 2 to Registrant's Amended and Restated 1986
                 Stock Option Plan, as amended, dated July 25, 2000.(12)
         10.16   Amendment No. 2 to Registrant's 1989 Non-statutory Stock
                 Option Plan, as amended, dated July 25, 2000.(12)
         10.17   Amendment No. 3 to Registrant's 1995 Stock Option Plan,
                 as amended, dated July 25, 2000.(12)
         10.18   Amendment No. 1 to Registrant's 1999 Stock Option Plan,
                 as amended, dated July 25, 2000.(12)
         10.19*  Technology and Service Agreement between Infineon
                 Technologies AG and the Registrant, dated December 14,
                 2000.(12)
         10.20   Amendment to Employment Agreement between the Registrant and
                 L. David Sikes, dated December 14, 2000.(12)
         10.21   Employment Agreement effective December 14, 2000 between
                 Registrant and William W. Staunton, dated February 2,
                 2001.(12)
         10.22   Employment Agreement effective January 1, 2001  between the
                 Registrant and Greg B. Jones, dated February 2, 2001.(12)
         10.23   Employment Agreement effective January 1, 2001  between the
                 Registrant and LuAnn D. Hanson, dated February 2, 2001.(12)
         10.24*  Joint Development and License Agreement between the
                 Registrant and Texas Instruments, dated August 14, 2001.(15)
         10.25*  FRAM Technology License Agreement between the Registrant
                 and NEC Corporation, dated November 15, 2001.(16)
         10.26   Amendment to Employment Agreement effective December 14,
                 2000 between Registrant and William W. Staunton, dated
                 December 12, 2001.(16)
         10.27   Amendment to Employment Agreement effective January 1, 2001
                 between the Registrant and Greg B. Jones, dated December 12,
                 2001.(16)
         10.28   Amendment to Employment Agreement effective January 1, 2001
                 between the Registrant and LuAnn D. Hanson, dated
                 December 12, 2001.(16)
         10.29*  Amendment to HP-EMS Manufacturing Agreement between
                 Hewlett-Packard Company and Enhanced Memory
                 Systems, Inc., a subsidiary of the Registrant, dated
                 February 8, 2002.(20)
         10.30*  Amendment Number Two to HP-EMS Manufacturing Agreement
                 between Hewlett-Packard Company and Enhanced Memory
                 Systems, Inc., a subsidiary of the Registrant, dated
                 April 14, 2003.(20)
         10.31   Credit and Security Agreement between Registrant, Enhanced
                 Memory Systems, Inc. and Mushkin Inc. and Wells Fargo
                 Business Credit, Inc. dated March 31, 2003.(19)
         10.32   Revolving Note between Registrant and Wells Fargo Business
                 Credit, Inc. dated March 31, 2003.(19)
         10.33   Revolving Note between Enhanced Memory Systems, Inc. and
                 Wells Fargo Business Credit, Inc. dated March 31, 2003.(19)
         10.34   Revolving Note between Mushkin Inc. and Wells Fargo Business

                                   Page-57
<PAGE>
                 Credit, Inc. dated March 31, 2003.(19)
         10.35   Guaranty by Registrant of Enhanced Memory Systems, Inc. for
                 the benefit of Wells Fargo Business Credit, Inc. dated
                 March 31, 2003.(19)
         10.36   Guaranty by Registrant of Mushkin Inc. for the benefit of
                 Wells Fargo Business Credit, Inc. dated March 31, 2003.(19)
         10.37*  Amendment Number Three to HP-EMS Manufacturing Agreement
                 between Hewlett-Packard Company and Enhanced Memory
                 Systems, Inc., a subsidiary of the Registrant, dated
                 June 27, 2003.(20)
         10.38   First Amendment to Credit and Security Agreement between the
                 Registrant, the Registrant's subsidiaries Enhanced Memory
                 Systems, Inc. and Mushkin Inc. and Wells Fargo Business
                 Credit, Inc., dated June 12, 2003.(21)
         10.39   Second Amendment to Credit and Security Agreement between
                 the Registrant, the Registrant's subsidiaries Enhanced
                 Memory Systems, Inc. and Mushkin Inc. and Wells Fargo
                 Business Credit, Inc., dated September 5, 2003.(21)

         21.1    Subsidiaries of Registrant.(22)

         23.1    Independent Auditors' Consent
         23.2    Information Regarding Consent of Arthur Andersen LLP

         31.1    Certification of Principal Executive Officer pursuant to
                 18 U.S.C. SECTION 1350, as adopted pursuant to Section 302
                 of the Sarbanes-Oxley Act of 2002.

         31.2    Certification of Principal Financial Officer pursuant to
                 18 U.S.C. SECTION 1350, as adopted pursuant to Section 302
                 of the Sarbanes-Oxley Act of 2002.

         32.1    Certification of Principal Executive Officer pursuant to
                 18 U.S.C. SECTION 1350, as adopted pursuant to Section 906
                 of the Sarbanes-Oxley Act of 2002.

         32.2    Certification of Principal Financial Officer pursuant to
                 18 U.S.C. SECTION 1350, as adopted pursuant to Section 906
                 of the Sarbanes-Oxley Act of 2002.

         99.1    Teaming Agreement, dated March 2, 2001, between Ramtron
                 International Corporation and National Scientific
                 Corporation.(14)

         99.2*   Volume Purchase Agreement between Ampy Automation Digilog
                 Limited and the Registrant dated July 24, 2000.(18)

                                   Page-58
<PAGE>

         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.(16)

*  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 8-K (Commission File No.
     0-17739) filed with the Securities and Exchange Commission on August 31,
     1999.

(7)  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.

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

(9)  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.

(10)  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.

                                   Page-59
<PAGE>
(11)  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.

(12)  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.

(13)  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.

(14)  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.

(15)  Incorporated by reference to the Company's Amendment No. 1 to
      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, as amended on August 2, 2002.

(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, 2001
      filed with the Securities and Exchange Commission on March 29, 2002,
      as amended on June 17, 2002.

(17)  Incorporated by reference to the Company's Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      April 4, 2002.

(18)  Incorporated by reference to the Company's Amendment No. 2 to
      Form 10-Q (Commission File No. 0-17739) for the quarter ended
      March 31, 2002 filed with the Securities and Exchange Commission on
      May 10, 2002, as amended on July 23, 2001.

(19)  Incorporated by reference to the Company's Form 10-Q (Commission File
      No. 0-17739) for the quarter ended March 31, 2003 filed with the
      Securities and Exchange Commission on May 14, 2003.

(20)  Incorporated by reference to the Company's Form 10-Q (Commission File
      No. 0-17739) for the quarter ended June 30, 2003 filed with the
      Securities and Exchange Commission on August 19, 2003.

(21)  Incorporated by reference to the Company's Form 10-Q (Commission File
      No. 0-17739) for the quarter ended September 30, 2003 filed with the
      Securities and Exchange Commission on November 7, 2003.

(22)  Incorporated by reference to the Company's Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 2002
      filed with the Securities and Exchange Commission on March 31, 2003.

                                   Page-60
<PAGE>
(b)  Reports on Form 8-K:

      On February 27, 2003, 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 April 14, 2003, 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 May 2, 2003, 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 June 13, 2003, the Registrant filed a report on Form 8-K.  The
      items reported were Item 7 - "Financial Statements and Exhibits" and
      Item 9 - "Regulation FD Disclosure."

      On August 7, 2003, the Registrant filed a report on Form 8-K.  The
      items reported were Item 7 - "Financial Statements and Exhibits" and
      Item 12 - "Results of Operations and Financial Condition."

      On October 23, 2003, 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 October 24, 2003, the Registrant filed a report on Form 8-K.  The
      items reported were Item 7 - "Financial Statements and Exhibits" and
      Item 12 - "Results of Operations and Financial Condition."

      On February 19, 2004, the Registrant filed a report on Form 8-K.  The
      items reported were Item 7 - "Financial Statements and Exhibits" and
      Item 12 - "Results of Operations and Financial Condition."

                                   Page-61
<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 March 25, 2004.

                                            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/ Albert J. Hugo-Martinez
---------------------------     Chairman                          3-25-2004
Albert J. Hugo-Martinez

/S/ William G. Howard
-------------------------       Director                          3-25-2004
William G. Howard

/S/ Eric A. Balzer
-------------------------       Director                          3-25-2004
Eric A. Balzer

/S/ Klaus Fleischmann
---------------------------     Director                          3-25-2004
Klaus Fleischmann

/S/ Doris Keitel-Schulz
---------------------------     Director                          3-25-2004
Doris Keitel-Schulz

/S/ William W. Staunton, III
----------------------------    Director and Chief Executive      3-25-2004
William W. Staunton, III        Officer

/S/ Greg B. Jones
-------------------------       Director and                      3-25-2004
Greg B. Jones                   President-Technology Group

/S/ LuAnn D. Hanson
-------------------------       Chief Financial Officer           3-25-2004
LuAnn D. Hanson                 and Vice President of Finance

                                   Page-62
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