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, 2007

                                       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:

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in rule 405 of the Securities Act of 1934.  Yes  /  /  No  / X /

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes  /  /  No  / X /

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 a large accelerated filer,
an accelerated filer, or a non-accelerated filer.  See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Act).
Large accelerated filer /   /, Accelerated filer / X /, Non-accelerated
filer /   /

Indicate by check mark whether the registrant is a shell company (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 June 29, 2007 was $83,593,558 based on the closing price
of our common stock as reported on the Nasdaq Global Market.

As of February 21, 2008, 26,385,369 shares of the Registrant's common stock
were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the 2008 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 1A.  Risk Factors  . . . . . . . . . . . . . . . . . . . . .  18
     Item 1B.  Unresolved Staff Comments . . . . . . . . . . . . . . .  27
     Item 2.   Properties  . . . . . . . . . . . . . . . . . . . . . .  27
     Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . .  27
     Item 4.   Submission of Matters to a Vote of Security Holders . .  28

PART II
     Item 5.   Market for Registrant's Common Equity, Related
               Stockholder Matters and Issuer Purchases of Equity
               Securities . . . . .. . . . . . . . . . . . . . . . . .  28
     Item 6.   Selected Financial Data . . . . . . . . . . . . . . . .  29
     Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operation  . . . . . . . . . .  30
     Item 7A.  Quantitative and Qualitative Disclosures about
               Market Risk . . . . . . . . . . . . . . . . . . . . . .  43
     Item 8.   Financial Statements and Supplementary Data . . . . . .  44
     Item 9.   Changes In and Disagreements with Accountants
               on Accounting and Financial Disclosure  . . . . . . . .  47
     Item 9A.  Controls and Procedures . . . . . . . . . . . . . . . .  47
     Item 9B.  Other Information . . . . . . . . . . . . . . . . . . .  48

PART III
     Item 10.  Directors, Executive Officers and Corporate Governance   48
     Item 11.  Executive Compensation  . . . . . . . . . . . . . . . .  48
     Item 12.  Security Ownership of Certain Beneficial Owners
               and Management and Related Stockholder Matters  . . . .  48
     Item 13.  Certain Relationships and Related Transactions and
               Director Independence . . . . . . . . . . . . . . . . .  49
     Item 14.  Principal Accountant Fees and Services  . . . . . . . .  49

PART IV
     Item 15.  Exhibits and Financial Statement Schedules. . . . . . .  49

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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 subject to risks and
uncertainties that could cause actual results to differ materially from the
results contemplated in our 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 Part I.
Item 1A. Risk Factors and Part II. Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operation and are based on
information available to us on the date hereof.  We assume no obligation to
update any forward-looking statements.  Readers are cautioned not to place
undue reliance on forward-looking statements, which are made 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 our
Reports on Forms 10-Q, 10-K, and in our Annual Report to Shareholders.

PART I

The following information should be read in conjunction with the Consolidated
Financial Statements and notes thereto included in Part II. Item 8. Financial
Statements and Supplementary Data of this Annual Report on Form 10-K.

Unless otherwise indicated by the context, the terms "Ramtron," "the
Company," "we," "us," and "our," refer to Ramtron International Corporation
and our consolidated entities described in Part II. Item 8. Financial
Statements and Supplementary Data - Note 1 of the Notes to Consolidated
Financial Statements.

Item 1.   BUSINESS

We are a fabless semiconductor company that designs, develops and markets
specialized semiconductor memory, microcontroller, and integrated
semiconductor solutions, used in many markets for a wide range of
applications. We pioneered the integration of ferroelectric materials into
semiconductor products, which enabled the development of a new class of
nonvolatile memory products, called ferroelectric random access memory
(F-RAM). F-RAM products merge the advantages of multiple memory technologies
into a single device that retains information without a power source, can be
read from and written to at very fast speeds, written to many times, consumes
low amounts of power, and can simplify the design of electronic systems. In
many cases, we are the sole provider of F-RAM enabled semiconductor products,
which facilitates close customer relationships, long application lifecycles
and the potential for high-margin sales.

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We also integrate analog and mixed-signal functions such as microprocessor
supervision, tamper detection, timekeeping, and power failure detection onto
a single device with our F-RAM. This has enabled a new class of products that
addresses the growing market need for more efficient and cost effective
semiconductor products.

RECENT DEVELOPMENTS

We upgraded our FM31x Processor Companion family to include a more efficient
trickle charger and a real-time clock (RTC) that requires only a standard
12.5pF external watch crystal. The new FM3127x/L27x Processor Companion
features 4, 16, 64, or 256 kilobits (Kb) of nonvolatile F-RAM memory, a high-
speed two-wire interface, and highly integrated support and peripheral
functions for advanced processor-based systems.  Our new Processor Companion
is a single-chip solution that replaces discrete components and reduces cost
and board space in processor-based designs. It supports commonly-needed
system functions in a variety of metering, consumer, communications,
industrial, and computing applications.

During the fourth quarter of 2007, we recorded a deferred income tax benefit
of $7.6 million relating to the release of a valuation allowance that we
determined is no longer required on certain deferred taxes.  The amount
represents the estimated value of net operating losses that we determined
were more likely than not to be realized in the form of reduced taxable
income in the future.  In future quarters, we expect to record a tax expense
of approximately 38.5% of net income and reduce the deferred tax asset for
the amount of the tax expense.

2007 GENERAL HIGHLIGHTS

The Company and Texas Instruments ("TI") entered into a commercial
manufacturing agreement for F-RAM memory products.  The Company will provide
design, testing and other activities associated with product development
efforts, and TI will provide foundry services for a minimum period of two (2)
years, subject to certain obligations for us with respect to minimum orders.
The agreement provides for the production of our F-RAM memory products on
TI's advanced 130-nanometer (nm) F-RAM manufacturing process, including our
4Mb F-RAM memory. Ramtron and TI have been working together since August
2001, when the companies entered into a F-RAM licensing and development
agreement.

The Company and Silicon Valley Bank, a subsidiary of Silicon Valley
Bancshares ("SVB") entered into a Fourth Amendment ("Amendment") to the
Amended and Restated Loan and Security Agreement dated September 14, 2005, as
amended ("Amended Loan Agreement").  The Amendment extends our revolving
secured credit facility with SVB for the purposes permitted in the Amended
Loan Agreement.  Pursuant to the Amendment, our $4 million revolving secured
credit facility will now expire on March 27, 2009.  Interest on the revolving
facility is set at a floating rate equal to the prime lending rate plus 0.50%
per year, with a minimum interest rate of 6.00% per year.  The Amendment also
removed the prepayment penalty for the Amended Loan Agreement, allowed the
payoff of our approved mortgage, the borrowing base was adjusted to provide
no set dollar amount limit on non-U.S. receivables, and certain other
modifications were made as set forth in the Amendment.

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<PAGE>
On April 10, 2007, the Audit Committee of the Board of Directors of the
Company dismissed KPMG as the Company's independent registered public
accounting firm.  The Audit Committee's decision to dismiss KPMG was approved
and ratified by the Board of Directors.  The reports of KPMG on the
consolidated financial statements for Ramtron's most recent fiscal years
ended December 31, 2006 and December 31, 2005, did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except for the
modification with respect to the inclusion of an emphasis paragraph relating
to the adoption of a new accounting principle Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment."

The Audit Committee engaged Ehrhardt Keefe Steiner & Hottman PC ("EKS&H") as
the Company's independent registered public accounting firm for the fiscal
year ending December 31, 2007 and to perform procedures related to the
financial statements to be included in the Company's quarterly reports on
Form 10-Q.  The Audit Committee made the decision to engage EKS&H and that
decision was approved and ratified by the Company's Board of Directors.

Mr. Robert R. Djokovich was elected to the position of Chief Operating
Officer for the Company.  Mr. Djokovich had served as Vice President of
Product Realization for the Company since January 2006.

PRODUCT HIGHLIGHTS AND OTHER ACHIEVEMENTS IN 2007

We added five products to our line of Grade 1 AEC-Q100-qualified F-RAM
automotive products. These devices are now qualified to operate from -40
degrees Celsius to +125 degrees Celsius and guarantee data retention for
9,000 hours at the high end of the operating temperature range. In demanding
automotive data collection applications, F-RAM enables rapid and frequent
writes to prevent data loss and provide data integrity. One of the devices has
been designed into advanced powertrain systems in which F-RAM enables
recording of data quickly and frequently so the powertrain can continually
adapt to changing driver behavior and road conditions.

We launched the semiconductor industry's first 4-megabit (Mb) F-RAM
memory, the highest-density F-RAM product available. The FM22L16 is a 4Mb,
3-volt, parallel nonvolatile RAM in a 44-pin thin small outline plastic
(TSOP) package that features fast access, high read/write endurance and low
power consumption. Pin-compatible with asynchronous static RAM ("SRAM"), the
FM22L16 targets industrial control systems such as robotics, network and data
storage applications, multi-function printers, auto navigation systems and a
host of other SRAM-based system designs.  The FM22L16 is a drop-in
replacement for standard asynchronous SRAMs, but is superior as it does not
require a battery for data backup and is inherently more reliable due to its
monolithic form.  The FM22L16 is a true surface-mount solution, requiring no
rework steps for battery attachment and, unlike battery-backed SRAM, is
highly resistant to moisture, shock and vibration.

                                   Page-6
<PAGE>
We introduced the FM33x product family, a new line of F-RAM Enhanced
Processor Companions with a high-speed serial peripheral interface (SPI). The
FM33x family combines, in one small package, all the benefits of a F-RAM
memory with a comprehensive set of highly integrated support and peripheral
functions for processor-based designs.  The first two products, the FM33256
and the FM3316, are 3-volt devices with 256 kilobits and 16 kilobits of F-RAM
memory, respectively.  This single-chip solution cost effectively replaces
discrete components and reduces system board space, while supporting
commonly-needed system functions in processor-based systems such as meters
and automotive telematics applications.

We launched the semiconductor industry's first nonvolatile state savers.
These devices save the state of signals on demand and restores them to
the correct state automatically upon power up. F-RAM technology enables this
capability due to its fast write time and virtually unlimited write
endurance.  Currently, our family of low-power, nonvolatile state savers
consists of six products.  The state savers operate like conventional logic,
but store and retain logic states in the absence of power, simplifying the
design of system control functions. Nonvolatile state savers can be used in
diverse applications such as switch interfaces, relay drivers, LED drivers,
recording error flags, power down state detection, nonvolatile counters,
tamper indicators, door open indicators, motor on/off control, DIP switch
replacement, and jumper replacement, among others.

We launched an 8051-based microcontroller, the VRS51L3174, with 8 kilobytes
(KB) of nonvolatile F-RAM memory that drops into industry standard 44-pin QFP
sockets for easy device migration.  We added F-RAM memory to our Versa 8051s
for a nonvolatile data storage and processing system to produce F-RAM
Enhanced MCU products. Operating at 3.3 volts over the entire industrial
temperature range, the VRS51L3174 provides an embedded data acquisition
solution, targeting a wide array of advanced applications from sensors and
meters to industrial control, instrumentation and medical devices.

We commenced sales of an F-RAM enhanced custom device for use in printer
cartridges.

We introduced a new F-RAM enhanced MCU product. The device is an 8051-based
microcontroller enhanced with 2-kilobytes of nonvolatile F-RAM memory that
drops into industry standard sockets for easy device migration.

We extended our family of high-density F-RAM devices with a 2-megabit (Mb)
parallel memory device. The FM21L16 is a 2Mb, 3-volt, parallel nonvolatile
RAM in a 44-pin TSOP-II package that features fast access, NoDelay
(trademark) writes, virtually unlimited read/write cycles, and low power
consumption. Pin-compatible with asynchronous static RAM (SRAM), the FM21L16
targets SRAM-based industrial control, metering, medical, automotive,
military, gaming, and computing applications, among others.

                                   Page-7
<PAGE>
Fimicro OHG, a German-based embedded hardware and software provider fimicro
integrated nonvolatile F-RAM memory into its new active104 series of PC/104-
compliant Single Board Computer (SBC) and smart I/O extension modules.
Fimicro has designed our FM22L16 4-megabit (Mb) parallel F-RAM device into
its active104 SBC, RAID, Ethernet, and USB boards. F-RAM has replaced Flash,
SRAM, and EEPROM memory technologies in the active104 systems in which our
F-RAM nonvolatility, No Delay (trademark) writes, and virtually limitless
endurance are ideal for guaranteeing data integrity.

Blue Planet Co. Ltd., a leading Korean supplier of retrofit diesel
particulate filter (DPF) systems and diagnostic modules, designed our FM3130
and FM3104 Processor Companions into its DMS-series retrofit DPF data
loggers.  The FM3130 incorporates 64-kilobit (Kb) of F-RAM memory with an
enhanced real-time clock (RTC) and highly-integrated support and peripheral
functions for processor-based systems. F-RAM has replaced EEPROM in DMS-
series DPF systems, where the combination of F-RAM and a RTC is ideal for
intensive data collection and storage of vehicle exhaust temperatures, system
back pressure, and time logs. Our 4Kb FM3104 Processor Companion is also
designed into the DMS-series, where the F-RAM + RTC are used as a buffer
memory that writes to a secure digital (SD) card, which stores exhaust
temperature profiles and other parametric data.

FINANCIAL INFORMATION BY SEGMENT

Following our divestiture in 2005 of our Mushkin subsidiary, discussed in
Part II. Item 8. Financial Statements and Supplementary Data - Note 11 of the
Notes to Consolidated Financial Statements, our continuing operations are
conducted through one business segment, our semiconductor business.  Our
semiconductor business designs, develops, markets, and manufactures
specialized semiconductor memories, microcontrollers and integrated
semiconductor solutions.

See Part II. Item 8. Financial Statements and Supplementary Data - Note 12 of
the Notes to Consolidated Financial Statements for certain geographic
financial information concerning the business of the Company.

2007 OVERVIEW OF BUSINESS

In 2007, we sold products to over 300 customers and distributors.  We sell
products through a direct sales force and a global network of manufacturer's
representatives and distributors.  Our distributors sell our products to
numerous end customers.  Principal markets include metering, information
technology, automotive, industrial, scientific and medical. We outsource the
manufacturing and testing of our products to foundries, packaging, and test
companies, allowing us to focus our efforts on product definition, design,
marketing and sales.

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<PAGE>
GENERAL INDUSTRY BACKGROUND

Semiconductor products are typically classified as analog, digital, or mixed
signal. Analog semiconductors are devices that have the ability to sense
continuous real-world parameters like voltage, flow, pressure, temperature,
velocity, and time. Digital semiconductors, such as memories or
microcontrollers, store or process information via circuit-based on and off
switches. Digital semiconductors store, process and manipulate data once the
analog components have conditioned the inputs or signals. Mixed-signal
semiconductors are integrated products that combine analog and digital
circuit functions into a single device and are generally considered the most
specialized and complex type of semiconductors in the market.

Memory Market
-------------

Virtually all electronic systems incorporate semiconductor memory to enable
and enhance performance. The primary performance characteristics of memory
devices include: speed (the amount of time it takes to read and write data
from and to the device); density (how much data can be stored in the device);
power consumption, (how much power a device consumes when reading or writing
data); endurance (how many times data can be written onto a memory device
before it wears out); and volatility (whether or not the device can retain
data without power and without refreshing).  Volatile memory products rely on
a random access memory (RAM) architecture, which requires a constant power
source to retain data but allows data to be written and re-written quickly
onto the device. The most common volatile memories on the market today are
dynamic random access memories (DRAM), which are favored by designers for
their density, and static random access memories (SRAM), which are favored
because of their speed.

Nonvolatile memories were originally designed using a read only memory (ROM)
architecture, which allows data to be written once and retained even when the
power is turned off or lost. Technology advances in ROM-based memories now
allow data to be written and erased multiple times as well as to retain data
without a power source. Despite these advances, ROM-based devices write
operations require a significant amount of power, are slow, and degrade
relatively quickly. The most common nonvolatile memory on the market today is
electrically erasable programmable read only memory (EEPROM), which is a low
density solution that is generally used because of its relative ease-of-use
compared to FLASH memory, which is used because of its low cost per bit and
high density data storage capability.

In an effort to create a nonvolatile memory with high read/write speeds, a
hybrid memory, called battery-backed SRAM (BBSRAM) was created. While BBSRAMs
allow higher speed data storage, the battery attachment makes the device
larger in size, more expensive, and introduces battery-related reliability,
lifetime and environmental issues.

EEPROM, FLASH, and BBSRAMs, are widely used by system designers and are more
or less standardized. As is the case with most commodities, price is the main
differentiator. While these products are widely produced and incorporated in
many applications, technical limitations such as write speed, power
consumption, endurance and ease of use prevent these nonvolatile memory
devices from being implemented in certain situations.

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Due to the large market for semiconductor memory products and the technical
limitations of existing nonvolatile memory products, a market opportunity for
alternative memory technologies has evolved.  To date, ferroelectric random
access memory (F-RAM) technology has overcome many of the limitations of
traditional nonvolatile memory and has attracted licensed suppliers who, with
us, have shipped well over 100 million units.  This has made F-RAM the most
commercially successful of the alternative nonvolatile memory technologies.
Other emerging technologies, such as magneto resistive random access memory
(MRAM), ovonics and molecular memory, are still in their early stages of
development and have yet to demonstrate commercial viability and achieve
market acceptance.

Microcontroller Products
------------------------

Microcontrollers (MCUs) are highly integrated devices that typically include
a central processing unit (CPU), memory, input/output (I/O) ports and timers.
Unlike a general-purpose computer, which also includes all of these
components, an MCU is designed to control or provide a very specific task
within a system. As a result, the parts can be simplified and shrunk to
reduce production costs.

MCUs are generally segmented by architectures ranging from 4-bit through
32-bit. 4-bit MCUs are relatively inexpensive but usually lack the minimum
performance and features required for product differentiation and are
typically used only to produce basic functionality in products. 16- and
32-bit architectures are typically higher performance but have historically
been considered too expensive for many high-volume applications. As a result,
we believe that 8-bit MCUs are generally perceived as the most cost-effective
processing solution for high volume MCU requirements.

Integration Trend - Mixed-Signal Devices
----------------------------------------

In a typical system design, analog inputs are gathered by sensing devices and
then conditioned for use by digital circuits. Once the analog inputs are
converted into digital data by analog-to-digital conversion circuitry,
digital devices such as microcontrollers and memory are used to manipulate
and store the data, which is used to achieve a desired result or function in
the system.

Until recently, analog and digital functions were performed by stand-alone
components that worked alongside each other within the system. Due to the
increasing complexity of products, the advancement of product features and
the desire among original equipment manufacturers to decrease the size and
cost of electronic systems, the market has progressed toward integrating
analog and digital components into stand-alone mixed-signal semiconductor
devices. Analog products that are commonly integrated into an electronic
system include temperature sensors, op amps, and regulators. This analog
circuitry operates in conjunction with digital devices such as memories and

                                   Page-10
<PAGE>
microcontrollers. Microcontrollers are digital devices that incorporate many
of the same functions as a computer but in a dramatically simplified form.
They are typically designed to control or perform very specific tasks in a
system. Advances in process technology and design capabilities now allow the
integration of analog and digital devices into a single device by either
embedding the functions onto a single chip or by combining them in a
multi-chip package. Integrating functions in a single device has enabled
lower overall system costs while increasing functionality and reducing board
space requirements. As a result, many integrated semiconductor solutions
generally recognize longer product life cycles and relatively higher product
margins.

OUR PRODUCTS
------------

We design, develop and market specialized semiconductor memory,
microcontroller and integrated semiconductor solutions used by customers
for a wide range of applications in the metering, computing and information
systems, automotive, communications, consumer and industrial, scientific and
medical markets. Our product portfolio is comprised of stand-alone products,
integrated products and microcontroller devices.

We pioneered the use of ferroelectric technology to produce nonvolatile
semiconductor memory products in commercial volumes. Our products have
distinct advantages over incumbent nonvolatile memory devices. F-RAM products
combine the nonvolatile data storage capability of ROM with the benefits of
RAM, which include a high number of read and write cycles, high-speed read
and write cycles, and low power consumption. Since demonstrating our first
product, we have expanded our F-RAM product line to include various
interfaces and densities, which include industry-standard serial and parallel
interfaces; industry standard package types; and 4-kilobit, 16-kilobit,
64-kilobit, 256-kilobit, 1-megabit, 2-megabit, and 4-megabit densities.

Our serial and parallel memories contain industry-standard interfaces that
are widely used in electronic applications. System designers use serial
memories to collect data due to their relative low cost. Serial memories
require fewer connections to the host system, and due to their small package
footprint, occupy less space on a circuit board. They are slower than other
types of memory because they deliver data serially through a single port,
which can require a system's processor to wait longer for the data it needs.
Our serial F-RAM devices are faster than serial EEPROM devices because the
fast write speed of F-RAM allows more frequent data transfers over the serial
bus to the processor.

Our parallel F-RAM products are drop-in replacements for battery-backed SRAM
products (BBSRAM). F-RAM parallel products offer features and data retention
comparable to BBSRAMs, but without the requirement of a battery, which
increases system reliability and reduces board space.  Parallel memory
devices transfer data faster than serial memories because they can deliver
data through several ports simultaneously. Although parallel memory devices
are larger and more costly than serial memory devices, they are well suited
for high-performance applications due to their inherent high read and write
speed capability.

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<PAGE>
Our integrated F-RAM products, called processor companions, are single-chip
solutions that replace a number of individual system components to reduce
cost and board space. The processor companion family is the most integrated
F-RAM product line developed to date and provides on a single chip the most
commonly needed system functions for a variety of applications. Processor
companions typically combine nonvolatile F-RAM with analog and mixed-signal
circuitry such as a real-time clock (RTC), a processor supervisor, and other
commonly needed peripheral functions. Processor Companions are available in a
variety of memory density and mixed-signal feature configurations. Processor
companions are used in similar applications to our serial and parallel F-RAM
memory technologies but provide more of the system's functions with a single
device.

Our integrated F-RAM enhanced microcontrollers are feature-rich, highly-
integrated mixed-signal 8051 microcontrollers that offer a solution for a
broad range of signal conditioning, data acquisition and control
applications. These products include on-chip analog peripherals such as a
pulse width modulators (can be used as digital-to-analog (D/A) converters), a
voltage reference, a programmable current source, an uncommitted operational
amplifier, digital potentiometers and an analog switch, making them complete
data acquisition System-on-Chip (SoC) devices.

MARKETS

=============================================================================
     Select Nonvolatile Memory and Integrated Semiconductor Applications
-----------------------------------------------------------------------------
     Meters                             Computing and Information Systems
     ------                             ---------------------------------
     Electric, Gas, Waste               RAID systems
     Taxi                               Printers and copiers
     Flow                               Printer cartridges
     Postage                            Servers
     Automated Meter Reading            Network attached storage
                                        Storage area networks
-----------------------------------------------------------------------------
     Automotive                         Industrial, Scientific and Medical
     ----------                         ----------------------------------
     Restraint systems                  Medical instruments
     Smart airbag systems               Test equipment
     Auto Body controls                 Motor controls
     Car radio/DVD/Navigation systems   Home automation
     Instrumentation clusters           RFID data logging
=============================================================================

Our engineering team has helped many customers develop leading-edge products
that benefit from our F-RAM products' unique technological characteristics,
such as fast write speeds, high write endurance, low power, and accelerated
time-to-market. The following application examples illustrate the use of our
products in certain end markets.

                                   Page-12
<PAGE>
Automotive - Electronic systems and semiconductor content in automobiles has
increased significantly in recent years with the advent of more sophisticated
safety, entertainment, body control, and telematics systems. In addition, the
sensor count in automobiles has grown significantly over the past few years,
which requires processing and storing more data than ever before.

Metering - The need to monitor power usage has become increasingly important
for utility companies as fuel prices have increased significantly over the
past few years. Worldwide, there is a significant demand for systems that
efficiently distribute power to areas of high demand. These trends have
given rise to the need for more sophisticated digital metering products that
can constantly track and report power usage data for utility companies. As a
result of our success in supplying F-RAM products for one of the world's
largest digital metering installations, we believe that F-RAM products are
becoming more widely accepted in time-of-use and automated meter reading
applications.

Computing - Computing applications for our products have increased
significantly in recent years as we have focused on uses for our products in
multi-function printers and copiers, laser and inkjet printers and hard disk
array controllers. The high write endurance of our F-RAM products is the
primary reason multi-function printer and copier manufacturers use F-RAM
products in their products, while the fast write capability and ability to
store information quickly upon power-down is the primary reason hard disk
array controller manufacturers use our products.

Industrial, Scientific and Medical - The industrial, scientific and medical
market provides a large opportunity for F-RAM products because it is
characterized by applications that are subject to unique and demanding
operating environments. F-RAM products are well suited for these applications
due to their inherent high reliability features like high endurance and low
power consumption.

MANUFACTURING

We are a fabless semiconductor manufacturer that designs and develops new
products for production by foundries.  Outsourcing manufacturing and
our foundry relationships enables us to avoid the large capital expenditures
that would otherwise be required to manufacture our products in commercial
volumes.

Although we have entered into license agreements with Fujitsu, Rohm, Toshiba
Corporation (Toshiba), Infineon Technologies AG and Texas Instruments that
provide for the potential development and manufacture of F-RAM products,
Fujitsu and Texas Instruments are currently the manufacturers of our F-RAM
products. Fujitsu is required to notify us at least two years in advance of
any change in its ability, or intention, to supply product wafers to us.  Our
two-year manufacturing agreement with Texas Instruments has automatic one
year renewal periods unless a party notifies the other party thirty (30) days
prior to the expiration of any renewal period of their desire to terminate
the agreement.

                                   Page-13
<PAGE>
We believe that manufacturing capacity for our products will be readily
available for the foreseeable future. In addition, we believe manufacturing
capabilities and capacity for our current integrated products, as well as
those we may develop, is readily available.

We subcontract with non-U.S. companies to assemble and test our manufactured
products. Assembly and testing services performed by such subcontractors are
conducted in accordance with processes designed by us or the third-party
manufacturers and are implemented under the supervision of our product
engineers or such third-party manufacturers.

The raw materials and packaging required for the manufacture of our products
are readily available from multiple sources.

PATENTS AND PROPRIETARY RIGHTS

We rely on a combination of patents, copyrights, trademarks and trade secrets
to establish and protect our intellectual property rights. We hold 92 United
States patents covering key aspects of our products and technology. These
patents will expire at various times between April 2008 and December 2024.
We have applied for 8 additional United States patents covering certain
aspects of our products and technology. We have also taken steps to apply for
patents in jurisdictions outside the U.S. on our products and technology. We
hold 4 non-U.S. issued patents and have 6 non-U.S. patent applications
pending. One non-U.S. patent is co-owned with Mitsubishi Materials
Corporation.

Our patents cover the critical aspects of F-RAM technology, which
we believe is a significant deterrent to other companies commercializing
ferroelectric-based memory and integrated products without a license from us.
We use our technological and engineering expertise to develop proprietary
technologies for high quality, technologically advanced products that meet
the complex and diverse needs of our customers. Our engineers have specific
know-how in F-RAM technology-based product design.

We have licensed our F-RAM technology to several companies, including
Fujitsu, Toshiba, Samsung Electronics Company, Ltd. (Samsung), Infineon, NEC
and Texas Instruments. We also have cross-licensing arrangements with
National Semiconductor and Symetrix Corporation. Some of these licensing
arrangements provide us with the right under certain conditions to call on
the licensee's manufacturing capacity as well as to receive royalty payments
while others include only royalty provisions.

SEASONAL NATURE OF BUSINESS

We do not consider our operations to be seasonal.

CUSTOMERS

We serve direct customers worldwide, including OEMs and subcontract
manufacturers. Additionally, our distributors sell to customers worldwide,
through which we indirectly serve a broad base of customers.  Our customers
include industry leading OEMs in a broad range of industries.

                                   Page-14
<PAGE>
Our sales have been relatively balanced across our major sales regions
including the Americas, Europe, Asia/Pacific and Japan. As a result, we
believe that we are not particularly vulnerable to regional economic
fluctuations in a specific part of the world. For fiscal years 2007, 2006
and 2005, international sales comprised approximately 78%, 73% and 78%,
respectively, of our net revenue.

SALES AND MARKETING

We use a regionally-based manufacturing representative sales force and a
global network of distributors to sell our semiconductor products. In many
cases, our distributors are responsible for product demand creation through
OEM customers who are not directly served by our internal regional sales
managers. For the year ended December 31, 2007, approximately 65% of our
product sales were to our distributor network, while direct customers
accounted for approximately 35% of our revenue.

As of December 31, 2007, we employed 29 people in our marketing and sales
organization.  In addition to our Colorado Springs, Colorado, headquarters
facility, we maintain full-time sales and customer service personnel in
Canada, Japan, United Kingdom, Hong Kong, South Korea, Taiwan and China.  We
have distribution and/or manufacturers representative relationships with more
than 60 companies worldwide, including the Americas, Europe, Japan and
Asia/Pacific. These regionally-focused firms work with our regional sales
managers in identifying new customers, providing technical support and other
value-added services to customers, such as order processing, local inventory
stocking, and management of currency fluctuation risks.

BACKLOG

Our 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.  Delivery dates are adjusted at the reasonable request of our
customers.  For the foregoing reasons and because of the possibility of
customer changes in delivery schedules or cancellations of orders without
significant penalty, we do not believe that our backlog as of any particular
date is firm or that it is a reliable indicator of actual sales for any
succeeding period.

COMPETITION

The semiconductor industry is intensely competitive. We compete with numerous
domestic and foreign companies.  Our products primarily compete on the basis
of product price in relation to product functionality.  We may be at a
disadvantage in competing with many of our competitors, which have
significantly greater financial, technical, manufacturing and marketing
resources, as well as more diverse product lines that can provide cash flow
during downturns in the semiconductor industry.

                                   Page-15
<PAGE>
We consider our F-RAM products to be competitive with other nonvolatile
memory devices such as EEPROM and BBSRAM products.  Although FLASH memory
products are a class of nonvolatile memory, we do not compete with FLASH due
to its relatively higher storage capacity than F-RAM. Nonvolatile memory
products are manufactured and marketed by major corporations possessing wafer
manufacturing and integrated circuit production facilities such as
ST-Microelectronics N.V., Atmel Corporation, and by specialized product
companies, like, Intersil Corporation, Maxim Integrated and Integrated
Silicon Solution Inc.

Our microcontroller products compete with industry standard products offered
by established semiconductor manufacturers such as Renasas, Freescale,
Microchip, NEC, Atmel, NXP and Zilog. We intend to use our close customer
relationships to sell in this intensely competitive environment where we have
a proven track record of providing individualized design assistance and after
sale support. Due to the more specialized nature of our mixed signal enhanced
microcontrollers, they are less susceptible to the same level of competition
as industry standard microcontroller products.

Our licensees may market products that compete with our F-RAM products. Most
of our licensees have the right to manufacture and sell F-RAM products,
however, with the exception of Fujitsu, we are not aware of any licensees
that market competitive F-RAM products. Under our agreements with Rohm,
Toshiba, Fujitsu, Samsung, Infineon, NEC, National Semiconductor, Symetrix
Corporation and Texas Instruments, we granted each of those companies a non-
exclusive license to F-RAM technology, which includes the right to
manufacture and sell products using F-RAM technology. Most of these license
agreements provide for the continuation of the license rights to our
technology and know-how after expiration or termination of the agreements.

Competition affecting our F-RAM products may also come from emerging
alternative nonvolatile technologies such as magnetic random access memory
or phase change memory, or other developing technologies.

RESEARCH AND DEVELOPMENT

We use our technological and engineering expertise to develop proprietary
technologies for high quality, technologically advanced products that meet
the complex and diverse needs of our customers. We intend to continue
leveraging and expanding our technological and engineering expertise to
develop new proprietary technologies and expand our product offerings.

We continue to make additional investments in research and development
for technologies and products. Current research and development activities
are focused on expanding our product offerings and securing additional
foundry capacity to meet our future needs.

We seek to maintain our leadership role in F-RAM technology development by
working in cooperation with the world's leading semiconductor manufacturers
to further the development of our proprietary F-RAM technology.

                                   Page-16
<PAGE>
Research and development expenses, including customer-sponsored research and
development, were $10.8 million in 2007, $9.9 million in 2006, and $7.6
million in 2005.  As of December 31, 2007, we had 45 employees engaged in
research and development activities.  In addition, manufacturing personnel
were involved in research and development efforts to increase the
manufacturing yields of our products.

ENVIRONMENTAL COMPLIANCE

Federal, state and local regulations impose various environmental compliance
measures on the discharge of chemicals and gases used in our prototype
manufacturing and research and development processes.  We believe that the
risk of a future failure or violation is remote due to the nature of our
current operations and the nature of the substances we use in our testing and
failure analysis at our facility.  We believe we have taken all necessary
steps to ensure that our activities comply with all applicable environmental
rules and regulations.  Additional risks and uncertainties are further
discussed under Part I. Item 1A. Risk Factors.

EMPLOYEES

We have approximately 115 employees, including 45 in research and
development, 25 in manufacturing, 29 in marketing and sales, and 16 in
administration.  None of our employees are represented by a collective
bargaining agreement, nor have we ever experienced any work stoppage.  None
of our non-executive employees currently have employment contracts or
post-employment non-competition agreements.  We believe that our employee
relations are good.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

See Item 8.  Financial Statements and Supplementary Data - Note 12 of the
Notes to Consolidated Financial Statements for certain financial information
concerning geographic area information.

                          AVAILABLE INFORMATION

We make available financial information, news releases and other information
on our website at www.ramtron.com.  Such reports are available free of charge
on our website as soon as reasonably practicable after we file such reports
and amendments with or furnish them to the Securities and Exchange Commission
(SEC).  In addition, our filings are available on the website of the SEC via
the EDGAR database, where our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and any amendments to those
reports are filed.  In addition, such reports are also available free of cost
by contacting Investor Relations, 1850 Ramtron Drive, Colorado Springs,
Colorado  80921.  Stockholders can also obtain such reports directly from the
SEC at no charge at the SEC's website (www.sec.gov) or by visiting the SEC's
Public Reference room in Washington, D.C. or by calling the SEC at 1-800-SEC-
0330.

                                   Page-17
<PAGE>
Item 1A.  RISK FACTORS

Risks Relating To Our Business
------------------------------

WE HAVE HAD LOSSES FROM OPERATIONS IN PRIOR YEARS AND OUR ACHIEVEMENT OF
SUSTAINED PROFITABILITY IS UNCERTAIN.

Our ability to continue to reflect a profit from ongoing operations in future
periods is subject to significant risks and uncertainties, including, but not
limited to, our ability to successfully sell our products at prices that are
sufficient to cover our operating costs, to enter into additional technology
development and license arrangements, to obtain sufficient contract
manufacturing capacity and, if and as may be necessary, to raise additional
financing to fund our growth. There is no guarantee that we will be
successful in addressing these risks.

We have spent substantial amounts of money in developing our products and in
our efforts to obtain commercial manufacturing capabilities for those
products.  At December 31, 2007, our accumulated deficit was $217 million.
Our ability to increase revenue and sustain profitability in the future will
depend substantially on our ability to increase sales of our products by
gaining new customers and increasing sales to our existing customers, reduce
manufacturing costs, our ability to increase significantly sales of existing
products, and our success in introducing and selling new products profitably.

IF WE FAIL TO VIGOROUSLY PROTECT OUR INTELLECTUAL PROPERTY, 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
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 non-disclosure and assignment agreements. We
cannot provide assurances 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
costly, and we cannot be certain that the steps we have taken will prevent
the misappropriation or unauthorized use of our technologies, particularly in
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 semiconductor products
or that others will not independently develop or otherwise acquire the same
or substantially equivalent technologies as ours.

                                   Page-18
<PAGE>
We may be subject to intellectual property infringement claims by others 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, as well as frequent claims and related litigation regarding these
patents and other intellectual property rights. In particular, many leading
semiconductor memory companies have extensive patent portfolios with respect
to manufacturing processes, product designs, and semiconductor memory
technology, including ferroelectric memory technology. 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 licensees in connection with their use of our
technology.  In the event of claims of infringement against our licensees
with respect to our technology, we may be required to indemnify our
licensees, which could be very costly.  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.  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 our use of our technology would harm our business and
result in significant cash expense to us to cover litigation costs, as well
as the reduction of future license revenue.

EARTHQUAKES, OTHER NATURAL DISASTERS AND POWER SHORTAGES OR INTERRUPTIONS MAY
DAMAGE OUR BUSINESS.

Some of our contract manufacturers' facilities are located near major
earthquake faults. If a major earthquake or other natural disaster occurs
that damages those facilities or restricts their operations, or interrupts
our and our suppliers' and customers' communications, our business, financial
condition and results of operations would be materially adversely affected. A
major earthquake or other natural disaster near one or more of our major
suppliers could disrupt the operations of those suppliers, which could limit
the supply of our products and harm our business.

OUR FUTURE SUCCESS DEPENDS IN PART ON THE CONTINUED SERVICE OF A RELATIVELY
SMALL NUMBER OF KEY DESIGN ENGINEERS, SALES, MARKETING AND EXECUTIVE
PERSONNEL, AND IF WE WERE UNABLE TO ATTRACT ADDITIONAL PERSONNEL AS NEEDED 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 testing engineers involved in
the development and oversight of the manufacture of our semiconductor
products and processes.  The competition for these personnel is intense, and
the loss of key employees, including our 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.

                                   Page-19
<PAGE>
Risks Related to Our Products
-----------------------------

OUR PRODUCTS ARE COMPLEX AND MAY CONTAIN DEFECTS THAT COULD RESULT IN PRODUCT
LIABILITY CLAIMS, AN INCREASE IN OUR COSTS OR A REDUCTION IN OUR REVENUE.

Our products are complex and may contain defects, particularly when first
introduced or as new versions are released.  We develop integrated
semiconductor products containing functions in addition to memory, thereby
increasing the overall complexity of our products.  We rely primarily on our
in-house testing personnel to design test operations and procedures to detect
any defects prior to delivery of our products to our customers. Because our
products are manufactured by third parties and involve long lead times, we
may experience delays in meeting key introduction dates or scheduled delivery
dates to our customers if problems occur in the operation or performance of
our products.  These defects also could cause us to incur significant
re-engineering costs, divert the attention of our engineering personnel from
our new product development efforts and cause significant customer relations
issues and damage to our business reputation.  Any defects could require
product replacement or recall or we could be obligated to accept product
returns. Any of the foregoing could cause us to incur substantial costs and
harm our business.  Our products are typically sold at prices that are
significantly lower than the cost of the end-products into which they are
incorporated.  A defect or failure in our product could cause failure in our
customer's end-product, so we could face product liability claims for damages
that are disproportionately higher than the revenue and profits we receive
from the products involved.  There can be no assurance that any insurance we
maintain will sufficiently protect us from any such claims.

WE DEPEND ON A SMALL NUMBER OF SUPPLIERS FOR THE SUPPLY OF OUR PRODUCTS AND
THE SUCCESS OF OUR BUSINESS MAY BE DEPENDENT ON OUR ABILITY TO MAINTAIN AND
EXPAND OUR RELATIONSHIPS WITH FOUNDRIES AND OTHER SUPPLIERS.

We currently rely on foundry services from Fujitsu to manufacture our F-RAM
products, and in March 2007, entered into an agreement with Texas
Instruments to manufacture certain F-RAM products for us.  In addition, we
rely on a small number of other contract manufacturers and foundries to
manufacture our other products.  Reliance on limited foundries involves
several risks, including capacity constraints or delays in the timely
delivery of our products, reduced control over delivery schedules and the
cost of our products, variations in manufacturing yields, dependence on the
foundries for quality assurance, and the potential loss of production and a
slow down in customer orders due to seismic activity, other force majeure
events and other factors beyond our control. Although we continuously
evaluate 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. We are also subject to the risks of service
disruptions and raw material shortages affecting our foundry suppliers, which
could also result in additional costs or charges to us.  We also rely on
domestic and international subcontractors for packaging and testing of
products, and are subject to risks of disruption of these services and
possible quality problems.  The occurrence of any supply or other problem
resulting from these risks could have a material adverse effect on our
revenue and results of operations.

                                   Page-20
<PAGE>
We cannot provide any assurances that foundry or packaging and testing
services will be available to us on terms and conditions, and at the times,
acceptable to us.  If we are unable to obtain foundry and packaging and
testing services meeting our needs, we may be unable to produce products at
the times and for the costs we anticipate and our financial condition and
results of operations will be materially adversely affected.

WE ARE A RELATIVELY SMALL COMPANY WITH LIMITED RESOURCES, COMPARED TO SOME OF
OUR CURRENT AND POTENTIAL COMPETITORS, AND WE MAY NOT BE ABLE TO COMPETE
EFFECTIVELY AND INCREASE OUR MARKET SHARE.

Our nonvolatile memory, microcontroller and integrated semiconductor
products, which presently account for substantially all of our revenue,
compete against products offered by current and potential competitors with
longer operating histories, significantly greater financial and personnel
resources, better name recognition and a larger base of customers than we
have. In addition, many of our competitors have their own facilities for the
production of semiconductor memory components or have recently added
significant production capacity. As a result, these competitors may have
greater credibility with our existing and potential customers. They also may
be able to adopt more aggressive pricing policies and devote greater
resources to the development, promotion and sale of their products than we
can to ours.  In addition, some of our current and potential competitors have
already established supplier or joint development relationships with the
decision makers at our current or potential customers.  These competitors may
be able to leverage their existing relationships to discourage their
customers from purchasing products from us or persuade them to replace our
products with their products. These and other competitive pressures may
prevent us from competing successfully against current or future competitors,
and may materially harm our business. Competition could force us to decrease
our prices, reduce our sales, lower our gross profits or decrease our market
share.  Some but not all of our competitors include companies such as ST
Microelectronics, Renesas Technology Corporation, Freescale Semiconductor,
Inc., Microchip Technology Inc., NEC Corporation, Atmel Corporation, Fujitsu
and NXP, as well as specialized product companies like Intersil Corporation,
Catalyst Semiconductor, Inc., Maxim Integrated Products, Inc., and Integrated
Silicon Solution Inc., which produce products that compete with our current
products and may compete with our future products.

EMERGING TECHNOLOGIES AND STANDARDS MAY POSE A THREAT TO THE COMPETITIVENESS
OF OUR PRODUCTS.

Competition affecting our F-RAM products may also come from alternative
nonvolatile technologies such as magnetic random access memory or phase
change memory, or other developing technologies. We cannot provide assurance
that we will be able to identify new product opportunities successfully,
develop and bring to market new products, achieve design wins or respond
effectively to new technological changes or product announcements by our
competitors. In addition, we may not be successful in developing or using new
technologies or in developing new products or product enhancements that
achieve market acceptance. Our competitors or customers may offer new
products based on new technologies, new 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-21
<PAGE>
A memory technology other than F-RAM nonvolatile memory technology may be
adopted or become generally accepted in integrated semiconductor products,
or in stand-alone memory products, and our competitors may be in a better
financial and marketing position than we are to influence such adoption or
acceptance.

OUR RESEARCH AND DEVELOPMENT EFFORTS ARE FOCUSED ON A LIMITED NUMBER OF NEW
TECHNOLOGIES AND PRODUCTS, AND ANY DELAY IN THE DEVELOPMENT, OR THE
ABANDONMENT, OF THESE TECHNOLOGIES OR PRODUCTS BY INDUSTRY PARTICIPANTS, OR
THEIR FAILURE TO ACHIEVE MARKET ACCEPTANCE, COULD COMPROMISE OUR COMPETITIVE
POSITION.

Our F-RAM semiconductor memory, microcontroller and integrated semiconductor
products are used as components in electronic devices in various markets. As
a result, we have devoted and expect to continue to devote a large amount of
resources to develop products based on new and emerging technologies and
standards that will be commercially introduced in the future. Our research
and development expense for the year ended December 31, 2007, was $10.8
million, or 21% of our total revenue for the year ended December 31, 2007.

If we do not accurately anticipate new technologies and standards, or if the
products that we develop based on new technologies and standards fail to
achieve market acceptance, our competitors may be better able to satisfy
market demand than we would. Furthermore, if markets for new technologies and
standards develop later than we anticipate, or do not develop at all, demand
for our products that are currently in development would suffer, resulting in
lower sales of these products than we currently anticipate. We cannot be
certain that any products we may develop for new standards will achieve
market acceptance.

IF WE DO NOT CONTINUALLY DEVELOP NEW PRODUCTS THAT ACHIEVE MARKET ACCEPTANCE,
OUR REVENUE MAY DECLINE.

We need to develop new products and new process and manufacturing
technologies.  We believe that our ability to compete in the markets in which
we expect to sell our F-RAM based microcontroller and integrated
semiconductor products will depend, in part, on our ability to produce
products that address customer needs efficiently and in a cost-effective
manner and also our ability to incorporate effectively other semiconductor
functions with our F-RAM products.  Our inability to successfully produce new
generations of products would harm our ability to compete and have a negative
impact on our operating results.

If we fail to introduce new products in a timely manner or are unable to
manufacture such products successfully, or if our customers do not
successfully introduce new systems or products incorporating our products, or
if market demand for our new products does not develop as anticipated, our
business, financial condition and results of operations could be seriously
harmed.

                                   Page-22
<PAGE>
Risks Related to Our Sales
--------------------------

WE COMPETE IN CERTAIN MARKETS WITH SOME OF OUR F-RAM TECHNOLOGY LICENSEES,
WHICH MAY REDUCE OUR PRODUCT SALES.

We have licensed the right to fabricate products based on our F-RAM
technology and memory architecture to certain independent semiconductor
device manufacturers. Fujitsu and Texas Instruments, who we depend on for our
F-RAM wafer supply, market certain F-RAM memory products that compete with
certain of our F-RAM products.  Some of our licensees have suspended or
terminated their F-RAM initiatives, while others may still be pursuing a
possible F-RAM based technology initiative or product development without
our knowledge. We expect manufacturers that develop products based on our
technology to sell such products worldwide. We are entitled to royalties from
sales of F-RAM products by some but not all of these licensees, and we have
the right under certain of our licensing agreements to negotiate an agreement
for a fraction of the licensee's F-RAM product manufacturing capacity. Our
licensees may, however, give the development and manufacture of their own
F-RAM products a higher priority than ours. Any competition in the
marketplace from F-RAM products manufactured and marketed by our licensees
could reduce our product sales and harm our operating results.

WE MAY NOT BE ABLE TO REPLACE OUR EXPECTED REVENUE FROM SIGNIFICANT
CUSTOMERS, WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

Our success is dependent upon continuing relationships with significant
customers who, directly or indirectly, purchase significant quantities of our
products.  The reduction of product sales to our significant customers,
without a corresponding increase in revenue from other customers or revenue
from relationships developed with new customers, may result in significant
decreases in our revenue, which would harm our cash flows, operating results
and financial condition.  We cannot assure you that we would be able to
replace these relationships on a timely basis or at all.

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 OUR REVENUE, WE ARE SUBJECT TO A NUMBER OF RISKS RESULTING FROM
SUCH OPERATIONS.

International sales comprise a significant portion of our product sales,
which exposes us to foreign political and economic risks.  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 our results of
operations in the future or require us to modify our current business
practices.

                                   Page-23
<PAGE>
The majority of our revenue, expense and capital purchases are transacted in
U.S. dollars. However, because a portion of our operations consists of
activities outside of the United States, we conduct certain transactions in
other currencies, namely the Japanese Yen and Canadian dollar.  As part of
our risk management strategy, we frequently evaluate our foreign currency
exchange risk by monitoring market data and external factors that may
influence exchange rate fluctuations. As a result, we may in the future
engage in transactions involving the short-term hedging of our foreign
currency exposure.

Our business is also subject to risks generally associated with doing
business with third-party manufacturers in non-U.S. jurisdictions including,
but not limited to 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.

WE ARE SUBJECT TO ENVIRONMENTAL LAWS THAT ARE SUBJECT TO CHANGE AND MAY
RESTRICT THE MARKETABILITY OF CERTAIN OF OUR PRODUCTS, WHICH COULD ADVERSELY
IMPACT OUR FINANCIAL PERFORMANCE OR EXPOSE US TO FUTURE LIABILITIES.

We are subject to laws and regulations relating to the use of and human
exposure to hazardous materials. Our failure to comply with these laws and
regulations could subject us to future liabilities or result in the
limitation or suspension of the sale or production of product, including
without limitation, products that do not meet the various regulations
relating to use of lead-free components in products. These regulations
include the European Union's Restrictions on Hazardous Substances ("RoHS"),
Directive on Waste Electrical and Electronic Equipment ("WEEE"), and the
directive on End of Life for Vehicles (ELV); California's SB20 and SB50 which
mimic RoHS; and China's WEEE adopted by the State Development and Reform
Commission. RoHS took effect on July 1, 2006.  New electrical and electronic
equipment sold in the European Union may not exceed specified concentration
levels of any of the six RoHS substances (lead, cadmium, hexavalent chromium,
mercury, PBB, and PBDE) unless the equipment falls outside the scope of RoHS
or unless one of the RoHS exemptions is satisfied.  Our products as
manufactured contain lead, but in ceramic form (the "ferroelectric memory
capacitor") are at levels below the threshold concentration levels specified
by RoHS and similar directives. However, these directives are still subject
to amendment and such changes may be unfavorable to our products. Any supply
of products that infringe applicable environmental laws may subject us to
penalties, customer litigation or governmental sanctions, which may result in
significant costs to us, which could adversely impact our results of
operations.

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.

                                   Page-24
<PAGE>
Federal, state and local regulations impose various environmental controls on
the discharge of chemicals and gases used in the manufacturing processes of
our foundry and contract manufacturers. 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 foundries 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 our
foundries or contract manufacturers to suspend manufacturing operations,
which could seriously harm our business, financial condition and results of
operations.

In addition to the costs of complying with environmental, health and safety
requirements, in the future we may incur costs defending against
environmental litigation brought by government agencies and private parties.
We may be defendants in lawsuits brought by parties in the future alleging
environmental damage, personal injury or property damage. A significant
judgment against us could harm our business, financial condition and results
of operations.

Risks Relating to the Securities Market and Ownership of Our Shares
-------------------------------------------------------------------

OUR STOCK PRICE IS EXTREMELY VOLATILE AND YOU MAY NOT BE ABLE TO RESELL YOUR
SHARES AT OR ABOVE THE PRICE YOU PAID.

The market price of our common stock has fluctuated widely in recent periods
and is likely to continue to be volatile.  A number of other factors and
contingencies, some of which are beyond our control, can affect the market
price for our common stock, including the following:

   -  actual or anticipated variations in our operating results;

   -  the low daily trading volume of our stock, which has in recent years
      traded at prices below $5 per share;

   -  announcements of technological innovations or new products by us or our
      competitors;

   -  competition, including pricing pressures and the potential impact of
      products of competitors' on our sales;

   -  conditions or trends in the semiconductor memory products industry;

   -  unexpected design and manufacturing difficulties;

   -  changes in financial estimates or recommendations by stock market
      analysts regarding us or our competitors;

                                   Page-25
<PAGE>
   -  announcements by us or our competitors of acquisitions, strategic
      partnerships or joint ventures; and

   -  additions or departures of our senior management.

In addition, in recent years the stock market in general, and shares of
technology companies in particular, have experienced extreme price and
volume fluctuations.  These fluctuations have often been unrelated or
disproportionate to the operating performance of these technology companies.
These broad market and industry fluctuations may harm the market price of our
common stock, regardless of our operating results.

CONCENTRATED OWNERSHIP AND ANY RELATED SALES OF SHARES COULD AFFECT THE PRICE
OF OUR COMMON STOCK.

Trading in our common stock tends to be thin with low volume.  As of
December 31, 2007, two entities owned or controlled approximately 19% of our
outstanding common stock or securities currently exercisable for common
stock.  As of such date, based on publicly available information, the
National Electrical Benefit Fund beneficially owned or controlled
approximately 9.4% of our outstanding common stock, including shares issuable
upon the exercise of warrants to purchase 905,697 additional shares.  In
addition, as of December 31, 2007, based on the most recent Schedule 13G
filings, as amended, by Cortina Asset Management, an investment advisor, it
beneficially owned or controlled approximately 9.5% of our outstanding
shares.  The ownership and/or control by these stockholders may have the
effect of delaying, deferring or preventing a change in control of us.  Any
program by these holders to dispose of a substantial amount of its shares of
our common stock in the open market could have an adverse impact on the
market for our common stock.

PROVISIONS IN OUR CERTIFICATE OF INCORPORATION AND PREFERRED SHARES RIGHTS
AGREEMENT MAY HAVE ANTI-TAKEOVER EFFECTS AND COULD AFFECT THE PRICE OF OUR
COMMON STOCK.

Our board of directors has the authority to issue up to 10,000,000 shares of
preferred stock in one or more series and to fix the voting powers,
designations, preferences and relative rights, qualifications, limitations or
restrictions of the preferred stock, without any vote or action by our
shareholders.  Our authority to issue preferred stock with rights
preferential to those of our common stock could be used to discourage
attempts by others to obtain control of or acquire us, including an attempt
in which the potential purchaser offers to pay a per share price greater than
the current market price for our common stock, by making those attempts more
difficult or costly to achieve.  In addition, we may seek in the future to
obtain new capital by issuing shares of preferred stock with rights
preferential to those of our common stock.  This provision could limit the
price that investors might be willing to pay in the future for our common
stock.

                                   Page-26
<PAGE>
We also entered into a preferred shares rights agreement with Citicorp
N. A., as rights agent on April 19, 2001, which gives our stockholders
certain rights that would likely delay, defer or prevent a change of control
of us in a transaction not approved by our board of directors.  On July 1,
2007, Computershare Trust Company, N.A. assumed these duties as rights agents
upon the replacement of Citicorp N.A., as rights agent effective June 30,
2007.

Item 1B.  UNRESOLVED STAFF COMMENTS

None

Item 2.   PROPERTIES

We own a building in Colorado Springs, Colorado, which serves as our world
headquarters and principal executive offices.  The building has a testing
facility to support research and development, prototype manufacturing,
advanced materials development and customer quality assurance and failure
analysis support.  The building is encumbered.

Leased space within the United States is as follows:

     California

Leased space outside the United States is as follows:

     United Kingdom
     Japan
     Canada
     China/Hong Kong
     Thailand

We believe that our existing facilities are adequate for our needs in the
foreseeable future.  If additional leased space is required in the future,
such leased space is readily available.

Item 3.   LEGAL PROCEEDINGS

PATENT INTERFERENCE PROCEEDING

On April 6, 2004, the Company and National Semiconductor Corporation
(National) entered into an agreement to settle our long standing patent
interference dispute, which began in 1991 as a patent interference proceeding
that was declared in the United States Patent and Trademark Office in regard
to one of our issued United States patents.  The patent involved covers a
basic ferroelectric memory cell design invention that we believe is of
fundamental importance to our F-RAM business in the United States.

                                   Page-27
<PAGE>
Under the terms of the settlement agreement we abandoned four of the
five claims in our existing patent, two of National's patent applications
relating to the interference claims were assigned to us and two others were
retained by National.  National and Ramtron agreed to cross license any and
all future patents that may be issued from the four applications at no
additional cost to either company.  As consideration for the assigned patent
applications and cross license provisions of the agreement, we will pay
National $2.5 million in equal annual installments of $250,000 through 2013.
We have not recorded an impairment of the existing patents held for the
technology in dispute since we believe, as a consequence of the assignments
and cross-license arrangements discussed previously, we are in a position
now, insofar as our ability to use the technology in dispute is concerned,
that is at least as favorable as our position prior to this resolution.

The fifth remaining count of the patent interference proceeding with National
Semiconductor Corporation was sent to a Special Master for a final ruling.
On December 12, 2005, the District Court for the District of Columbia
reversed the judgment of the Board of Patent Appeals and Interferences and
found that the claims of Ramtron's patent were supported by an enabling
disclosure.  Thus, Ramtron's patent was found to be entitled to priority over
National Semiconductor Corporation's patent application, and pursuant to our
agreement with National Semiconductor, we granted a license with respect to
this technology to National Semiconductor Corporation.

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

None

PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
          MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the Nasdaq Global Market under the symbol "RMTR."
The following table sets forth the 2007 and 2006 quarterly ranges of the high
and low closing sales prices for the common stock as reported on the Nasdaq
Global Market.

                                                      High         Low
                                                     ------       ------
2007
----
First Quarter  . . . . . . . . . . . . . . . . . .   $3.82        $2.46
Second Quarter . . . . . . . . . . . . . . . . . .   $3.44        $2.68
Third Quarter  . . . . . . . . . . . . . . . . . .   $3.79        $2.84
Fourth Quarter . . . . . . . . . . . . . . . . . .   $4.74        $2.90

2006
----
First Quarter  . . . . . . . . . . . . . . . . . .   $2.54        $1.91
Second Quarter . . . . . . . . . . . . . . . . . .   $2.44        $1.84
Third Quarter  . . . . . . . . . . . . . . . . . .   $3.30        $1.95
Fourth Quarter . . . . . . . . . . . . . . . . . .   $4.73        $3.19

                                   Page-28
<PAGE>
RECORD HOLDERS

As of February 21, 2008, there were approximately 1,083 record holders of our
common stock.

DIVIDEND POLICY

We have not paid any dividends since our inception and do not intend to pay
any cash dividends in the foreseeable future.  We intend to retain any
earnings to finance operations.

Pursuant to our Amended and Restated Loan and Security Agreement dated
December 30, 2005, as amended, with Silicon Valley Bank, we will not pay any
dividends without Silicon Valley Bank's prior written consent for so long as
the bank has an obligation to lend and there are any outstanding obligations
by the Company.

PERFORMANCE GRAPH

            Comparison of Five-Year Cumulative Total Return Among
Ramtron International Corporation, the S&P Electronics (Semiconductors) Index
                         and the S&P Composite Index

                             Dec. 31,  Dec. 31,  Dec. 30,  Dec. 29,  Dec. 31
                               2003      2004      2005      2006      2007
                             --------  --------  --------  --------  --------

Ramtron              $100    $ 93.57   $142.86    $ 72.50   $133.21   $153.57

S&P Electronics
  (Semiconductors)
  Industry Index      100     197.49    156.24     175.24    159.62    178.74

S&P Composite Index   100     128.68    142.69     149.70    173.34    182.87

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 contained in Part II. Item 8. Financial Statements and
Supplementary Data and Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation included herein.

                                   Page-29
<PAGE>
                                        Year Ended December 31,
                               2007      2006      2005      2004      2003
                             --------  --------  --------  --------  --------
                                 (in thousands, except per share data)

Revenue                      $51,094   $40,481   $34,392   $39,494   $28,733
Gross margin, product
   sales                      25,983    20,657    15,789    20,032    13,482
Income (loss) from
  continuing operations        9,891       457    (2,642)    3,457      (712)
Income (loss) from
  discontinued operations         --        --    (3,849)      145    (8,793)
Net income (loss) applicable
  to common shares             9,891       457    (6,491)    3,602    (9,505)
Earnings (loss) per share from
  continuing operations:
     - basic                 $  0.39   $  0.02   $ (0.11)   $ 0.15   $ (0.03)
     - diluted               $  0.37   $  0.02   $ (0.11)   $ 0.14   $ (0.03)
Earnings (loss) per
  share - basic              $  0.39   $  0.02   $ (0.28)   $ 0.16   $ (0.43)
Earnings (loss) per
  share - diluted            $  0.37   $  0.02   $ (0.28)   $ 0.15   $ (0.43)
Working capital               15,162    11,242    10,133    16,319    12,168
Total assets                  46,526    32,457    32,816    33,653    29,645
Total long-term debt           4,894     5,859     7,137     4,914     2,669
Stockholders' equity          31,205    17,072    14,494    15,192    11,042
Cash dividends per
  common share(1)                 --        --        --        --        --
----------
(1)  We have not declared any cash dividends on our common stock and
     do not expect to pay such dividends in the foreseeable future.

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

The following discussion and analysis is intended to provide greater details
of our results of operations and financial condition.  The following
discussion should be read in conjunction with the information under Part II.
Item 6. Selected Financial Data and Part II. Item 8. Financial Statements and
Supplementary Data.  Certain statements under this caption constitute
"forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, and, as such, are based on current
expectations and are subject to certain risks and uncertainties.  You should
not place undue reliance on these forward-looking statements for many reasons
including those risks discussed under Part I. Item 1A. Risk Factors and
elsewhere in this Annual Report on Form 10-K.

                                   Page-30
<PAGE>
                      CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements and related
disclosures in conformity with generally accepted accounting principles in
the United States requires us to make estimates and judgments that affect the
amounts reported in our financial statements and accompanying notes. By their
nature, these estimates and judgments are subject to an inherent degree of
uncertainty. On an ongoing basis we re-evaluate our judgments and estimates
including those related to bad debts, inventories, long-lived assets,
intangible assets, income taxes, accrued expenses and other contingencies. We
base our estimates and judgments on our historical experience, market trends,
financial forecasts and projections and on other assumptions that we believe
are reasonable under the circumstances, and apply them on a consistent basis.
Any factual errors or errors in these estimates and judgments may have a
material impact on our financial condition, operating results and cash flows.

RECOGNITION OF REVENUE. Revenue from product sales to direct customers and
distributors is recognized upon shipment as we generally do not have any
post-shipment obligations or allow for any acceptance provisions. In the
event a situation occurs to create a post-shipment obligation, we would defer
revenue recognition until the specific obligation was satisfied. We defer
recognition of sales to distributors when we are 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 based upon both historical data and
management estimates.

Revenue from licensing programs is recognized over the period we are required
to provide services under the terms of the agreement. Revenue from research
and development activities that are funded by customers is recognized as the
services are performed. Revenue from royalties is recognized upon the
notification to us of shipment of product from our technology license
partners to direct customers.

INVENTORY VALUATION. We write-down our 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.

ALLOWANCE FOR DOUBTFUL ACCOUNTS. We seek to maintain a stringent credit
approval process although our management must make significant judgments in
assessing our customers' ability to pay at the time of shipment. Despite this
assessment, from time to time, customers are unable to meet their payment
obligations. If we are aware of a customer's inability to meet its financial
obligations to us, we record an allowance to reduce the receivable to the
amount we reasonably believe we will be able to collect from the customer.
For all other customers, we record an allowance based upon the amount of time
the receivables are past due. If actual accounts receivable collections
differ from these estimates, an adjustment to the allowance may be necessary
with a resulting effect on operating expense. We continue to monitor
customers' credit worthiness, and use judgment in establishing the estimated
amounts of customer receivables which will ultimately not be collected.

                                   Page-31
<PAGE>
In addition, our distributors have a right to return products under certain
conditions. We recognize revenue on shipments to distributors at the time of
shipment, along with a reserve for estimated returns based on historical data
and future estimates.

DEFERRED INCOME TAXES. As part of the process of preparing our consolidated
financial statements in conformity with accounting principles generally
accepted in the United States of America, we are required to estimate our
income taxes on a consolidated basis. We record 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
carry forwards.   Realization of the recorded deferred tax assets is
dependent upon our generating sufficient taxable income in future years to
obtain benefit from the reversal of net deductible temporary differences and
from tax credit and operating loss carry forwards. 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 up or down in future
periods if estimates of future taxable income are changed. Future adjustments
could materially affect our financial results as reported in conformity with
accounting principles generally accepted in the United States of America and,
among other effects, could cause us not to achieve our projected results.

We have determined, based on all available evidence, that it is more likely
than not that deferred tax assets of approximately $7.6 million will be
realized and our fiscal 2007 income statement reflects a non-cash benefit in
that amount.  We have estimated an average growth rate of 12% in taxable
income during the net operating loss carryfoward period in determining the
realization of the recorded deferred tax asset.

In assessing the potential to realize our deferred tax assets, we consider
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. We consider
the scheduled reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment. Based upon the
level of historical taxable income and projections for future taxable income
over the periods in which the deferred tax assets are deductible, management
believes it is more likely than not that the Company will realize the
benefits of these deductible differences. The amount of the deferred tax
asset considered realizable, however, could be reduced if estimates of future
taxable income during the carryforward period are reduced.

LONG-LIVED ASSETS. We review the carrying values of 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

                                   Page-32
<PAGE>
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.  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. We performed our annual goodwill impairment
testing as of December 31, 2007, and determined that no impairment existed at
that date. 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. We continue to
perform periodic and annual impairment analyses of goodwill resulting from
acquisitions. As a result of such impairment analyses, impairment charges may
be recorded and may have a material adverse impact on our financial position
and operating results. Additionally, we 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.

SHARE-BASED PAYMENT ASSUMPTIONS.  We estimate volatility and forfeitures
based on historical data and the expected term of options granted.  All of
these variables have an affect on the amount charged to expense in our
consolidated statement of income.

RESULTS OF OPERATIONS

OVERVIEW

We are a fabless semiconductor company that designs, develops and markets
specialized semiconductor memory, microcontroller, and integrated
semiconductor solutions, used in many markets for a wide range of
applications. We pioneered the integration of ferroelectric materials into
semiconductor products, which enabled the development of a new class of
nonvolatile memory products, called ferroelectric random access memory
(F-RAM). F-RAM products merge the advantages of multiple memory technologies
into a single device that is able to retain information without a power
source, can be read from and written to at very fast speeds and written to
many times, and consumes low amounts of power and can simplify the design of
electronic systems. In many cases, we are the sole provider of F-RAM enabled
semiconductor products, which facilitates close customer relationships, long
application lifecycles and the potential for high-margin sales.

                                   Page-33
<PAGE>
We also integrate analog and mixed-signal functions such as microprocessor
supervision, tamper detection, timekeeping, and power failure detection onto
a single device with our F-RAM. This has enabled a new class of products that
addresses the growing market need for more efficient and cost effective
semiconductor products.

In 2007, we introduced 17 new products, which included stand-alone memory,
AEC-Q100 automotive grade products, integrated products and a custom
integrated circuit device.

Our total revenue for the year ended December 31, 2007 was $51.1 million.
In 2007, 97% of our revenue was derived from sales of our products and 3% of
our revenue was derived from customer-sponsored research and development
programs for F-RAM technology with major semiconductor manufacturers,
licensing of our F-RAM intellectual property to a number of semiconductor
manufacturers, and royalties resulting from the sale of F-RAM products by
certain licensees.

2007 FINANCIAL HIGHLIGHTS

  -  For the fiscal year 2007, revenue increased 26% to $51.1 million from
     $40.5 million in fiscal year 2006.

  -  We recorded a deferred tax asset on our balance sheet that represents
     the estimated amount of tax loss carry forward the company currently
     expects to offset with future taxable income.  This resulted in a non-
     cash deferred income tax benefit of $7.6 million, which was recorded on
     our income statement for the year ended December 31, 2007.

  -  Total product revenue for fiscal year 2007 was up 26% to $49.4 million,
     compared with $39.1 million for fiscal year 2006;

  -  Integrated product revenue grew 92%, to $7.4 million, from fiscal year
     2006 to fiscal year 2007.

  -  Product gross margin for fiscal year 2007 was 53%, consistent with the
     same period in fiscal year 2006.

  -  By region, sales for fiscal year 2007 were as follows: Asia Pacific (39%
     of sales), Americas (22% of sales), Japan (20% of sales), and Europe
     (19% of sales).  These sales are based on product shipment destination.

2008 BUSINESS OUTLOOK

For fiscal 2008, management currently projects:

  -  Total revenue growth of 24% to 28% over full year 2007 revenue of $51.1
     million.

  -  Gross margin of 53% to 55%

  -  Non-product revenue of approximately $1.1 million.

                                   Page-34
<PAGE>
  -  Total operating expenses to be approximately 45% to 48% of total
     revenue. By expense line item, management is targeting sales and
     marketing to be 13% to 14% of total revenue, research and development to
     be 20% to 22% of total revenue, and general and administrative to be 12%
     of total revenue.

  -  Pre tax net income of 8% to 10% of total revenue.

  -  Stock-based compensation expense of approximately $1.6 million.

  -  Tax expense of approximately 40% of profit before tax of which 2% will
     relate to the Alternative Minimum Tax (AMT) that will affect cash flow,
     the remaining expense will not affect cash.

Our 2008 plan anticipates growth in all of our end markets, particularly in
the computing area as our custom devices for printer cartridges gain
momentum.

We anticipate 2008 sales in our target market to be as follows: metering (27%
of sales), computing and information systems (34% of sales), automotive (14%
of sales), and industrial, scientific and medical and other (25% of sales).
On the strength of our plans for top-line growth, we expect to continue to
benefit from the operating leverage built into our business model to grow net
income.

We expect that the 17 new products we introduced during 2007, as well as the
14 new products planned for 2008, to provide a foundation for future revenue
growth.

Since its introduction during the first quarter of 2007, we have been
cultivating customer design-in opportunities for our high-density 4Mb F-RAM
product.  We now have design-in activity across all of our end-markets which
we would expect to continue going forward.

Industrial, scientific and medical (ISM) applications continues to be a
worldwide business for us. Our strategy to increase sales to the ISM market
is to facilitate design-ins through top distributors within our established
distribution sales network.

Our business in the metering market continues to strengthen as F-RAM enabled
advanced utility meters are deployed in association with advanced metering
programs worldwide.  In 2008, we will work to deepen our relationships with a
broad metering customer base as we align our future product development with
their needs.

We are encouraged by the continued adoption of F-RAM in automotive
applications. F-RAM adoption is expected to accelerate as more high-end
subsystems move toward the mainstream. For example, anti pinch/trap
applications are destined to grow beyond high content vehicles to more
vehicles over time.  As with anti pinch/trap systems, we have a foothold in a
variety of applications that have the potential to proliferate across various
car manufacturers and models.  In 2008, we expect to continue to penetrate
automotive applications with the new Grade-1 and Grade-3 automotive products
we introduced in 2007.

                                   Page-35
<PAGE>
In future quarters, we expect to record tax expense approximating 38.5% of
net income and reduce the deferred tax asset for the amount of the provision.

                     RESULTS OF OPERATIONS FOR THE YEAR ENDED
                DECEMBER 31, 2007 AS COMPARED TO DECEMBER 31, 2006
                                       and
                DECEMBER 31, 2006 AS COMPARED TO DECEMBER 31, 2005
-----------------------------------------------------------------------------

Revenue
=======
                                      December 31,         December 31,
                                   ------------------   ------------------
                                    2007       2006      2006       2005
                                   -------    -------   -------    -------
                                 (in thousands, except average selling price)

Product sales                      $49,422    $39,095   $39,095    $32,664
% change compared to prior period         +26%                 +20%

Units shipped                       54,068     44,743    44,743     37,160
% change compared to prior period         +21%                 +20%

Average selling price               $0.91      $0.87     $0.87    $0.88
% change compared to prior period          +5%                  -1%

Other revenue                      $ 1,672    $ 1,386   $ 1,386    $ 1,728
% change compared to prior period         +20%                 -20%

Total revenue                      $51,094    $40,481   $40,481    $34,392
% change compared to prior period         +26%                 +18%

2007 TO 2006:
------------

The Company had a very strong year both in terms of units shipped and product
revenue.  Our total revenue for the year ended December 31, 2007 was $10.6
million greater than the prior year primarily due to product revenue, which
increased $10.3 million from the prior year.  Product revenue increased due
to a 21% increase in unit shipments compared to the prior year combined with
a 5% increase in the average selling price (ASP).

Non-product revenue for the year ended December 31, 2007 was $286,000 greater
than the prior year due primarily to customer-sponsored research and
development (R&D) of $330,000 during 2007 compared to no R&D revenue in 2006.

2006 TO 2005:
------------

Our total revenue for the year ended December 31, 2006 was $40.5 million,
compared with $34.4 million for the year ended December 31, 2005, primarily
due to increased unit volume as our average price remained relatively flat
year over year.

                                   Page-36
<PAGE>
Non-product revenue during 2006, which included royalty payments and license
revenue, decreased by $342,000, compared with 2005.  This was due to a
decrease in customer-sponsored research and development revenue of $250,000
from 2005 to 2006 due to no research and development fee payments from Texas
Instruments during 2006.

Cost of Product Sales
=====================

                                         December 31,         December 31,
                                      ------------------   ------------------
                                       2007       2006      2006       2005
                                      -------    -------   -------    -------
                                                  (in thousands)

Cost of product sales                 $23,439    $18,438   $18,438   $16,875
Gross margin percentage                   53%        53%       53%       48%

2007 TO 2006:
------------

Cost of product sales increased $5 million for the year ended December 31,
2007 compared to the prior year due to our increased sales of $10.3 million.
Our gross margin percentage remained the same for both years at 53%.

2006 TO 2005:
------------

Cost of product sales, including the provision for inventory write-off in
2005 of $876,000, increased $1.6 million for the year ended December 31,
2006.  The Company's gross margin percentage increased 5% in 2006 compared to
2005 primarily due to no corresponding inventory write-off in the year ended
December 31, 2006.

Research and Development Expense
================================

                                         December 31,         December 31,
                                      ------------------   ------------------
                                       2007       2006      2006       2005
                                      -------    -------   -------    -------
                                                  (in thousands)

Combined research and development
  expense                             $10,837    $9,885    $9,885     $7,615
Percent of total revenue                  21%       24%       24%        22%

2007 TO 2006:
------------

Combined research and development expenses for the year ended December 31,
2007 increased $1 million compared to the prior year primarily due to
increased salaries relating to headcount increases, increased expenses
relating to masks and wafers associated with our Texas Instruments project
and increased stock-based compensation expense.

                                   Page-37
<PAGE>
2006 TO 2005:
------------

Combined research and development expenses were $9.9 million, an increase of
$2.3 million from 2005 to 2006.  The increase primarily resulted from
increased spending related to activities at our Canadian subsidiary, stock-
based compensation expense and severance payments made in 2006.

General and Administrative Expense
==================================

                                         December 31,         December 31,
                                      ------------------   ------------------
                                       2007       2006      2006       2005
                                      -------    -------   -------    -------
                                                  (in thousands)

General and administrative expense    $7,053     $5,149    $5,149     $4,415
Percent of total revenue                 14%        13%       13%        13%

2007 TO 2006:
------------

General and administrative expenses increased $1.9 million for the year ended
December 31, 2007 compared to the prior year primarily due to stock-based
compensation expense and management bonus expense.

2006 TO 2005:
------------

General and administrative expenses were $5.1 million, an increase of
$700,000 from 2005 to 2006.  The primary reason for the increase was stock-
based compensation expense recognized in 2006.

Sales and Marketing Expense
===========================

                                         December 31,         December 31,
                                      ------------------   ------------------
                                       2007       2006      2006       2005
                                      -------    -------   -------    -------
                                                  (in thousands)

Sales and marketing expense           $7,005     $6,034    $6,034     $5,029
Percent of total revenue                  14%        15%       15%       15%

2007 TO 2006:
------------

Sales and marketing expenses increased $1 million for the year ended
December 31, 2007 compared to the prior year primarily due to increased sales
and sales representative commissions, travel and stock-based compensation
expense.

                                   Page-38
<PAGE>
2006 TO 2005:
------------

Sales and marketing expenses were $6 million, an increase of $1 million
from 2005 to 2006.  The increase was a result of greater sales commissions,
increased sales efforts, spending on tradeshows, and stock-based compensation
expense recognized in 2006.

In-Process R&D and
Debt Discount and Loss on Extinguishment Expenses
=================================================

                                         December 31,         December 31,
                                      ------------------   ------------------
                                       2007       2006      2006       2005
                                      -------    -------   -------    -------
                                                  (in thousands)

Write-off of in-process R&D               --         --        --     $1,067
Write-down of debt discount
 and loss on extinguishment               --         --        --      1,624

2006 TO 2005:
------------

The $1.1 million write-down of in-process research and development for the
year ended December 31, 2005 related to the acquisition of Goal Semiconductor
in the third quarter of 2005.

The $1.6 million write-down of debt discount and loss on extinguishment of
debt related to the retirement of the Company's fixed rate convertible
debentures during the year ended December 31, 2005.

Other Non-Operating Income (Expenses)
=====================================

                                         December 31,         December 31,
                                      ------------------   ------------------
                                       2007       2006      2006       2005
                                      -------    -------   -------    -------
                                                  (in thousands)

Interest expense, related party           --         --        --    $ (162)
Interest expense, other               $ (495)    $ (612)   $ (612)     (592)
Other income                             148        154       154       345
Income tax (provision) benefit         7,478        (60)      (60)       --

2007 TO 2006:
------------

Other interest expense decreased $100,000 for the year ended December 31,
2007 compared to the prior year due to lower average principle outstanding
for our promissory notes combined with lower interest rates associated with
our term loan.

                                   Page-39
<PAGE>
For the year ending December 31, 2006, we recorded an income tax provision of
$60,000 relating to the alternative minimum tax.  During the fourth quarter
of 2007, we recorded a deferred income tax benefit of $7.6 million relating
to a release of a valuation allowance that we determined is no longer
required on specific deferred taxes.  The amount of the reversal represents
the estimated value of net operating losses that we determined were more
likely than not to be realized in the form of reduced taxable income in the
future.  In future quarters, we expect to record tax expense approximating
38.5% of net income and reduce the deferred tax asset for the amount of the
provision.

2006 TO 2005:
------------

Interest expense, related party, decreased $200,000 from 2005 to $0 in 2006
due to the retirement of the related convertible debenture in July 2005.

Other interest expense remained at $600,000 in 2006.  This was due to
non-related party principal outstanding throughout 2006, offset by less
prepaid loan and debt discount amortization during 2006.

Other income decreased $200,000 from 2005 to 2006 to $200,000.  This was due
primarily to decreased foreign exchange gains incurred in 2006, offset by
increased interest income during 2006.

Income Tax Provision.  During 2006, the Company recognized $60,000 in tax
expense related to the alternative minimum tax.  No such provision was
incurred during 2005 due to a net loss for the year.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Summary
-----------------

Our cash flows from operating, investing and financing activities, as
reflected in the consolidated statements of cash flows for the years
ended December 31, 2007 and 2006, are summarized as follows:

                                                  2007          2006
                                                --------      --------
                                                    (in thousands)
Cash provided by (used for):

   Operating activities                         $ 4,835       $ 2,865
   Investing activities                          (1,710)       (1,651)
   Financing activities                            (604)         (246)
   Effect of exchange rate changes on cash            2            (8)
                                                --------      --------
Net increase in cash and cash equivalents       $ 2,523       $   960
                                                ========      ========

                                   Page-40
<PAGE>
Cash provided by operating activities increased by $2 million for the year
ended December 31, 2007 compared with the year ended December 31, 2006.  This
increase was due primarily to increased earnings of $9.4 million and non-cash
stock-based compensation expense of $1.3 million offset by a net increase of
working capital of $1.3 million and a non-cash benefit for deferred taxes of
$7.6 million.  The working capital increase was due primarily to increases in
inventory and accounts receivable, which is consistent with our higher sales
volume.

Cash used for investing activities increased by $59,000 for the year ended
December 31, 2007 compared to the prior year due to increased expenditures
relating to property, plant and equipment.

Cash used for financing activities increased $358,000 for the year ended
December 31, 2007 compared to the prior year due primarily to the
reacquisition of shares of restricted stock upon vesting for $241,000 during
2007 as payment for withholding taxes, and we recorded these shares as
treasury stock.

Liquidity
---------

We had $6.8 million in cash and cash equivalents at December 31, 2007, which
includes $6.3 million in our money market account.  Our future liquidity
depends on continued revenue growth, steady gross margins and control of
operating expenses.  In addition to operating cash flow from product sales,
we have up to $4 million under our revolving secured credit facility
available to us through March 27, 2009.  As of December 31, 2007, no balance
was outstanding on our revolving credit facility.  We believe we have
sufficient resources to fund our operations through 2008.

If our net cash flow is not sufficient to meet our cash requirements, we may
use the credit facility mentioned above or any other credit facility we may
obtain.  We may, however, be required to seek additional equity or debt
financing.  Any issuance of common or preferred stock to obtain additional
funding would result in dilution of the interest of existing stockholders.

Debt instruments. In September 2005, we entered into a loan agreement with
Silicon Valley Bank for a $3 million secured term loan facility.  Interest
on the term loan is set at a floating rate equal to the prime lending rate
plus 1% per year and the term loan has a term of 36 months.  As of
December 31, 2007, approximately $700,000 remained outstanding.  The loan
agreement also provides for a $4 million revolving secured credit facility.
The revolving secured credit facility was renewed on March 28, 2007.
Interest on the revolving facility is set at a floating rate equal to the
prime lending rate plus 0.50% per year, with a minimum interest rate of 6.00%
per year. The revolving facility has a term of two years. As of December 31,
2007, no balance was outstanding on the revolving facility.  Security for the
loan agreement includes all of our assets except for real estate. In
addition, we entered into an intellectual property security agreement with

                                   Page-41
<PAGE>
Silicon Valley Bank that secures our obligations under the loan agreement by
granting Silicon Valley Bank a security interest in our intellectual
property. We are required to comply with certain covenants under the loan
agreement, as amended, including requirements to maintain a minimum net worth
and maintain certain leverage ratios, and restrictions on certain business
actions without the consent of Silicon Valley Bank.

On December 29, 2006, the Company entered into a Third Amendment to Amended
and Restated Loan and Security Agreement, as amended, with Silicon Valley
Bank.  The amendment revised the financial covenants for debt service to
better reflect the Company's operations and removes capital expenditure limits
and investment limits relating to our Canadian subsidiary.  On March 28, 2007,
the Company entered into a Fourth Amendment to the Amended and Restated Loan
and Security Agreement with Silicon Valley Bank.  The loan modification
granted more favorable restrictions relating to the Company's foreign account
receivable borrowing base, removed prepayment penalties associated with our
committed revolving line and extended our revolving credit line to March 27,
2009.  We were in compliance with all of our debt covenants as of December 31,
2007.

On December 15, 2005, the Company, through its subsidiary, Ramtron LLC, for
which we serve as sole member and sole manager, closed a mortgage loan
facility with American National Insurance Company.  Ramtron LLC entered into
a promissory note evidencing the loan with the principal amount of
$4,200,000, with a maturity date of January 1, 2016, bearing interest at
6.17%.  As of December 31, 2007, approximately $4 million remained
outstanding.  Ramtron LLC also entered into an agreement for the benefit of
American National Insurance Company granting it a mortgage over our real
estate as collateral for the mortgage loan facility.

We are investigating the benefit of selling the Company's headquarters and
leasing office space better suited for our needs, or leasing the portion of
our headquarters that we do not currently use.

Contractual Obligations and Commercial Commitments. At December 31, 2007, our
commitments under our contractual obligations and commercial commitments were
as follows:

                                                             After
                      2008    2009    2010    2011    2012    2012    Total
                    -------  ------  ------  ------  ------  ------  -------
                                      (in thousands)

Long-term debt(1)   $ 1,341  $  622  $  616  $  616  $  616  $4,119  $ 7,930
Operating leases      1,209     504      13      --      --      --    1,727
Purchase
  obligations(2)      9,519      --      --      --      --      --    9,519
                    -------  ------  ------  ------  ------  ------  -------
  Total             $12,069  $1,126  $  629  $  616  $  616  $4,119  $19,176
                    =======  ======  ======  ======  ======  ======  =======
----------

                                   Page-42
<PAGE>
(1)  Includes required principal and interest payments for our outstanding
     term loan with Silicon Valley Bank; our mortgage loan with American
     National Insurance Company; the payments to National Semiconductor
     Corporation and minimum interest charges related to our revolving line
     of credit with Silicon Valley Bank.

(2)  Our purchase obligations are amounts committed under legally enforceable
     contracts or purchase orders for goods and services with defined terms
     as to price, quantity, delivery and termination liability.

LEGAL MATTERS

We are party to legal proceedings arising in the ordinary course of our
business.  Although the outcomes of any such legal actions cannot be
predicted, our management believes that there are no pending legal
proceedings against or involving us for which the outcome would likely have a
material adverse effect upon our financial position or results of operations.

NEW ACCOUNTING STANDARDS

The information required by this Item is provided in Part II. Item 8.
Financial Statements and Supplementary Data - Note 1 of the Notes to
Consolidated Financial Statements.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk. We do not use derivative financial instruments in our
investment portfolio. Our investment portfolio is generally comprised of U.S.
money market accounts and cash deposits. Our policy is to place these
investments in instruments that meet high credit quality standards and have
maturities of less than one and one half years with an overall average
maturity of less than 90 days. These securities are subject to interest rate
risk and could decline in value if there is a major change in interest rates.
Due to the short duration of the securities in which we invest and the
conservative nature of our investment portfolio, a 10% move in interest rates
over a one-year period would have an immaterial effect on our financial
position, results of operations and cash flows.

Foreign Currency Exchange Rate Risk. The majority of our sales and research
and development and marketing expenses are transacted in U.S. dollars. We
purchase wafers from Fujitsu in Japanese Yen and have limited accounts
payable and receivable transactions in Canadian dollars.  However, payments
from Japanese customers provide yen currency for approximately 57% of our
wafer purchase costs. We do not use financial derivatives to hedge our
prices, therefore, we have some exposure to foreign currency price
fluctuations. Gains and losses from such fluctuations have not been material
to us to date.

At December 31, 2007, we had floating rate debt outstanding of $700,000.
A 10% move in interest rates would not have a material effect on our
financial statements.

Interest payable on the Company's mortgage note is fixed at 6.17% over the
term of the loan.  In light of the above, changes in interest rates will not
materially affect our future earnings or cash flows.

                                   Page-43
<PAGE>
Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

              Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors
Ramtron International Corporation
Colorado Springs, Colorado

We have audited the accompanying consolidated balance sheet of Ramtron
International Corporation (the "Company") as of December 31, 2007, and the
related consolidated statements of operations and comprehensive income
(loss), stockholders' equity and cash flows for the year then ended.  We also
have audited the Company's internal control over financial reporting as of
December 31, 2007, based on criteria established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO"). The Company's management is responsible for
these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness
of internal control over financial reporting, included in the accompanying
Management's Report on Internal Control over Financial Reporting included in
Item 9A. Our responsibility is to express an opinion on these consolidated
financial statements and an opinion on the Company's internal control over
financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material
misstatement and whether effective internal control over financial reporting
was maintained in all material respects. Our audit of the consolidated
financial statements included examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our
audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk.
Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes
in accordance with accounting principles generally accepted in the United
States. A company's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (2) provide reasonable assurance

                                   Page-44
<PAGE>
that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the
Company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Ramtron
International Corporation as of December 31, 2007, and the results of its
operations and its cash flows in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion,
Ramtron International Corporation maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2007,
based on criteria established in Internal Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO").

/s/  Ehrhardt Keefe Steiner & Hottman PC
----------------------------------------
Ehrhardt Keefe Steiner & Hottman PC

February 25, 2008
Denver, Colorado

                                   Page-45
<PAGE>
              Report of Independent Registered Public Accounting Firm

The Board of Directors
Ramtron International Corporation:

We have audited the accompanying consolidated balance sheet of Ramtron
International Corporation as of December 31, 2006, and the related
consolidated statements of operations and comprehensive income (loss),
stockholders' equity, and cash flows for each of the years in the two-year
period ended December 31, 2006, and the related financial statement schedule.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Ramtron
International Corporation as of December 31, 2006, and the results
of its operations and comprehensive income (loss) and its cash flows for each
of the years in the two-year period ended December 31, 2006, and the
related financial statement schedule, in conformity with U.S. generally
accepted accounting principles.

As discussed in note 1 to the accompanying consolidated financial statements,
effective January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment.

                                  /s/ KPMG LLP
                                  ------------
                                  KPMG LLP
February 12, 2007
                                   Page-46
<PAGE>
                        RAMTRON INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2007 and 2006
                       (in thousands, except share data)
                                 -------------
                                                          2007        2006
                                                        --------    --------
     ASSETS
Current assets:
   Cash and cash equivalents                            $  6,828    $  4,305
   Accounts receivable, less allowances
     of $384 and $351, respectively                        9,490       7,183
   Inventories, net                                        6,342       6,006
   Deferred income taxes, net                                286          --
   Other current assets                                      789         494
                                                        ---------   ---------
      Total current assets                                23,735      17,988

Property, plant and equipment, net                         4,987       4,527
Goodwill, net                                              2,311       2,038
Intangible assets, net                                     7,963       7,752
Deferred income taxes, net                                 7,300          --
Other assets                                                 230         152
                                                        ---------   ---------
      Total assets                                      $ 46,526    $ 32,457
                                                        =========   =========
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                     $  4,168    $  3,023
   Accrued liabilities                                     2,416       1,317
   Deferred revenue                                          949       1,040
   Current portion of long-term promissory notes           1,040       1,366
                                                        ---------   ---------
      Total current liabilities                            8,573       6,746

Deferred revenue                                           1,854       2,780
Long-term promissory notes                                 4,894       5,859
                                                        ---------   ---------
      Total liabilities                                   15,321      15,385
                                                        ---------   ---------
Stockholders' equity:
   Preferred stock, $.01 par value, 10,000,000
   shares authorized: 0 shares issued and outstanding         --          --
   Common stock, $.01 par value, 50,000,000 shares
     authorized: 26,184,085 and 25,107,788 shares
     issued, respectively and 26,124,869 and
     25,107,788 shares outstanding, respectively             262         251
   Less:  Treasury stock of 59,216 at cost                  (241)         --
   Additional paid-in capital                            246,513     243,206
   Accumulated other comprehensive income                  1,301         136
   Accumulated deficit                                  (216,630)   (226,521)
                                                        ---------   ---------
      Total stockholders' equity                          31,205      17,072
                                                        ---------   ---------
      Commitments and contingencies (Notes 5, 6 and 14)

      Total liabilities and stockholders' equity        $ 46,526    $ 32,457
                                                        =========   =========
See accompanying notes to consolidated financial statements.

                                    Page F-1
<PAGE>
                       RAMTRON INTERNATIONAL CORPORATION
       CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
              For the years ended December 31, 2007, 2006 and 2005
                    (in thousands, except per share amounts)
                                 -------------
                                                2007       2006       2005
                                              --------   --------   --------
Revenue:
   Product sales                              $ 49,422   $ 39,095   $ 32,664
   License and development fees                    717        717        716
   Royalties                                       625        669        762
   Customer-sponsored research and development     330         --        250
                                              ---------  ---------  ---------
                                                51,094     40,481     34,392
                                              ---------  ---------  ---------
Costs and expenses:
   Cost of product sales                        23,439     18,438     15,999
   Provision for inventory write-off                --         --        876
   Research and development                     10,573      9,885      7,294
   Customer-sponsored research and development     264         --        321
   General and administrative                    7,053      5,149      4,415
   Sales and marketing                           7,005      6,034      5,029
   Write-off of in-process research
     and development                                --         --      1,067
   Write-down of debt discount and loss
     on extinguishment                              --         --      1,624
                                              ---------  ---------  ---------
                                                48,334     39,506     36,625
                                              ---------  ---------  ---------
Operating income (loss) from continuing
   operations                                    2,760        975     (2,233)
Interest expense, related party                     --         --       (162)
Interest expense, other                           (495)      (612)      (592)
Other income, net                                  148        154        345
                                              ---------  ---------  ---------
Income (loss) from continuing operations
   before income tax provision                   2,413        517     (2,642)
Income tax benefit (provision)                   7,478        (60)        --
                                              ---------  ---------  ---------
Income (loss) from continuing operations         9,891        457     (2,642)
Loss from discontinued operations                   --         --     (3,849)
                                              ---------  ---------  ---------
      Net income (loss)                       $  9,891   $    457   $ (6,491)
                                              =========  =========  =========
Other comprehensive income, net of tax:
  Foreign currency translation adjustments    $  1,165   $     21   $    115
                                              ---------  ---------  ---------
      Comprehensive income (loss)             $ 11,056   $    478   $ (6,376)
                                              =========  =========  =========

                                   Page F-2
<PAGE>
Earnings (loss) per share:
  Basic:
    Income (loss) from continuing operations  $   0.39   $   0.02   $  (0.11)
    Loss from discontinued operations               --         --      (0.17)
                                              ---------  ---------  ---------
      Total                                   $   0.39   $   0.02   $  (0.28)
                                              =========  =========  =========

  Diluted:
    Income (loss) from continuing operations  $   0.37   $   0.02   $  (0.11)
    Loss from discontinued operations               --         --      (0.17)
                                              ---------  ---------  ---------
      Total                                   $   0.37   $   0.02   $  (0.28)
                                              =========  =========  =========
Weighted average shares outstanding:
   Basic                                        25,124     24,478     23,089
                                              =========  =========  =========
   Diluted                                      26,403     24,957     23,089
                                              =========  =========  =========

See accompanying notes to consolidated financial statements.

                                   Page F-3
<PAGE>
<TABLE>
<CAPTION>
                                           RAMTRON INTERNATIONAL CORPORATION
                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  For the years ended December 31, 2007, 2006 and 2005
                                        (in thousands, except par value amounts)
                                                    --------------
                                            Common Stock                         Accumulated
                                         ($.01) Par Value            Additional     Other                      Total
                                         ----------------  Treasury   Paid-in   Comprehensive  Accumulated   Stockholders'
                                          Shares  Amount    Stock     Capital       Income       Deficit        Equity
                                          ------  ------   --------  ---------- -------------  ------------  -------------
<S>                                       <C>     <C>      <C>       <C>        <C>            <C>            <C>
Balances, December 31, 2004               22,380   $224     $ --       $235,455      $   --      $(220,487)      $15,192
Exercise of options                           56      1       --            114          --             --           115
Issuance of stock options for
  services provided                           --     --       --             45          --             --            45
Stock issued for acquisition               1,952     19       --          5,499          --             --         5,518
Cumulative foreign currency
  translation adjustments                     --     --       --             --         115             --           115
Net loss                                      --     --       --             --          --         (6,491)       (6,491)
                                         --------------------------------------------------------------------------------
Balances, December 31, 2005               24,388    244       --        241,113         115       (226,978)       14,494
Exercise of options                          450      4       --          1,101          --             --         1,105
Stock-based compensation expense              --     --       --            995          --             --           995
Issuance of restricted stock                 270      3       --             (3)         --             --            --
Cumulative foreign currency
  translation adjustments                     --     --       --             --          21             --            21
Net income                                    --     --       --             --          --            457           457
                                         -------------------------------------------------------------------------------
Balances, December 31, 2006               25,108   $251       --        243,206         136       (226,521)       17,072
Exercise of options                          435      4       --            999          --             --         1,003
Repurchases of common stock                  (59)    --     (241)            --          --             --          (241)
Stock-based compensation expense              --     --       --          2,315          --             --         2,315
Issuance of restricted stock, net
  of forfeitures                             641      7       --             (7)         --             --            --
Cumulative foreign currency
  translation adjustments                     --     --       --             --       1,165             --         1,165
Net income                                    --     --       --             --          --          9,891         9,891
                                         -------------------------------------------------------------------------------
Balances, December 31, 2007               26,125   $262    $(241)      $246,513      $1,301      $(216,630)      $31,205
                                         ===============================================================================

See accompanying notes to consolidated financial statements.
</TABLE>
                                   Page F-4
<PAGE>
                       RAMTRON INTERNATIONAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2007, 2006 and 2005
                                (in thousands)
                                --------------
                                                 2007       2006      2005
                                               --------   --------  --------
Cash flows from operating activities:
   Net income (loss)                           $ 9,891    $   457   $ (6,491)
   Adjustments used to reconcile net income
    (loss) to net cash  provided by (used in)
    operating activities:
     Loss from discontinued operations              --         --      3,849
     Depreciation and amortization               2,156      1,998      1,458
     Stock-based compensation                    2,315        995         45
     Benefit for deferred income taxes          (7,586)        --         --
     Write-off of in-process
       research and development                     --         --      1,067
     Amortization of debt discount, including
       non-cash loss on extinguishment              --         --      1,153
     Imputed interest on note payable               75         85         94
     Loss on abandonment of patents                 37         78        138
     Loss (Gain) on disposition of equipment         7         --       (255)
     Provision for inventory write-off and
       warranty charge                             314        340        876
   Changes in assets and liabilities:
     Accounts receivable                        (2,307)      (949)     1,415
     Inventories                                  (650)       772     (3,383)
     Accounts payable and accrued liabilities    1,973       (248)    (1,020)
     Deferred revenue                           (1,017)    (1,086)    (1,431)
     Other                                        (373)       423        (37)
   Net cash (used by) discontinued operations       --         --       (414)
                                              ---------  ---------  ---------
       Net cash provided by (used in)
         operating activities                    4,835      2,865     (2,936)
                                              ---------  ---------  ---------
Cash flows from investing activities:
   Cash paid for acquisition net of cash
     acquired                                       --         --     (2,260)
   Purchase of property, plant and equipment    (1,641)    (1,554)    (1,389)
   Proceeds from sale of equipment and patents      --         --        268
   Payments for intellectual property              (69)       (97)      (512)
   Net cash provided by discontinued
     operations                                     --         --      1,602
                                              ---------  ---------  ---------
       Net cash used in investing
         activities                             (1,710)    (1,651)    (2,291)
                                              ---------  ---------  ---------

                                   Page F-5
<PAGE>
Cash flows from financing activities:
   Debt issuance costs                              --         --       (121)
   Proceeds from term loan & mortgage loan          --         --      7,200
   Proceeds from line of credit                     --         --      5,850
   Payments on line of credit                       --         --     (5,850)
   Purchase of treasury stock                     (241)        --         --
   Principal payments on promissory notes       (1,366)    (1,351)    (5,120)
   Issuance of common stock, related to
     options                                     1,003      1,105        114
                                              ---------  ---------  ---------
       Net cash (used in) provided by
         financing activities                     (604)      (246)     2,073
                                              ---------  ---------  ---------

Effect of foreign currency                           2         (8)       115
Net increase (decrease) in cash and
   cash equivalents                              2,523        960     (3,039)
                                              ---------  ---------  ---------
Cash and cash equivalents, beginning of year     4,305      3,345      6,384
                                              ---------  ---------  ---------
Cash and cash equivalents, end of year        $  6,828   $  4,305   $  3,345
                                              =========  =========  =========

See accompanying notes to consolidated financial statements.

                                   Page F-6
<PAGE>
                        RAMTRON INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       December 31, 2007, 2006 and 2005
                           ------------------------

NOTE 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

DESCRIPTION OF BUSINESS.  We are a fabless semiconductor company that
designs, develops and markets specialized semiconductor memory,
microcontroller, and integrated semiconductor solutions, used in many markets
for a wide range of applications. We pioneered the integration of
ferroelectric materials into semiconductor products, which enabled the
development of a new class of nonvolatile memory products, called
ferroelectric random access memory (F-RAM). F-RAM products merge the
advantages of multiple memory technologies into a single device that retains
information without a power source, can be read from and written to at very
fast speeds, written to many times, consumes low amounts of power, and can
simplify the design of electronic systems. In many cases, we are the sole
provider of F-RAM enabled semiconductor products, which facilitates close
customer relationships, long application lifecycles and the potential for
high-margin sales.

We also integrate analog and mixed-signal functions such as microprocessor
supervision, tamper detection, timekeeping, and power failure detection onto
a single device with our F-RAM. This has enabled a new class of products that
addresses the growing market need for more efficient and cost effective
semiconductor products.

The Company's revenue is derived primarily from the sale of its products and
from license and development arrangements entered into with a limited number
of established semiconductor manufacturers involving the development of
specific applications of the Company's technologies.  Other revenue is
generated from customer-sponsored research and development revenue.  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 array controllers,
personal computers and industrial control devices.

Mushkin was classified as a discontinued operation during the third quarter
of 2005.  See Note 11 of these Notes of Consolidated Financial Statements
below for further discussion of Mushkin.

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.  Significant items subject to such estimates and
assumptions include the carrying amounts of property, plant and equipment,
intangibles and goodwill; valuation of allowances for receivables,
inventories and deferred income taxes; and valuation of share-based payment
arrangements.  Actual results could differ from those estimates.

                                   Page F-7
<PAGE>
PRINCIPLES OF CONSOLIDATION.  The accompanying financial statements include
the consolidation of accounts for the Company's wholly owned subsidiaries,
Ramtron LLC, Ramtron Canada, Inc., Ramtron Kabushiki Kaisha (Ramtron K.K.),
and Ramtron Asia Ltd.  All significant inter-company accounts and
transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS.  The Company considers all cash and highly liquid
investments purchased with an average maturity of three months or less to be
cash equivalents.

INVENTORIES. Inventories are stated at the lower of cost or market value.
Cost is determined using standard costs, which approximates average cost.
The Company provides for an allowance 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.

DEFERRED INCOME TAXES.  Deferred income taxes are recorded to reflect the tax
consequences of differences between the tax basis of assets and liabilities
and their financial reporting basis and operating loss and tax credit carry
forwards.  Refer to Note 10 for the types of differences that give rise to
significant portions of deferred income tax assets and liabilities.  Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.  Deferred income taxes are classified as a
net current or non-current asset or liability based on the classification of
the related asset or liability for financial reporting purposes.  A deferred
tax asset or liability that is not related to an asset or liability for
financial reporting is classified according to the expected reversal date.
We record a valuation allowance to reduce deferred tax assets to an a amount
we believe is more likely than not expected to be realized.

PROPERTY, PLANT AND EQUIPMENT.  Property, plant and equipment are stated at
cost, less accumulated depreciation.  Depreciation and amortization are
provided using the straight-line method over the estimated useful lives of
the respective assets and commence once the assets are ready for their
intended use.  Maintenance and repairs are expensed as incurred and
improvements are capitalized.

GOODWILL AND INTANGIBLE ASSETS.  Goodwill represents the excess of the costs
over the fair value of assets of businesses acquired.  Goodwill and
intangible assets acquired in a business combination and determined to have
an indefinite useful life are not amortized, but instead are tested for
impairment at least annually, or more frequently if events or changes in
circumstances indicate that goodwill may be impaired in accordance with the
provision of FASB Statement 142, "Goodwill and Other Intangible Assets" (FAS
142).  The Company performed its annual goodwill impairment testing as of
December 31, 2007, and determined that no impairments existed at that date.
Intangible assets are recorded at cost and are amortized on a straight-line

                                   Page F-8
<PAGE>
basis over their estimated useful lives, ranging from 15 to 17 years, and
reviewed for impairment in accordance with FASB Statement 144, "Accounting
for Impairment for Disposal of Long-Lived Assets" (FAS 144).  The amounts
capitalized for patents include the cost of acquiring and defending the
patent.  The change in carrying value of the goodwill between years is solely
due to foreign currency rate changes.

IMPAIRMENT OF LONG-LIVED ASSETS.  In accordance with FAS 144, long-lived
assets held and used by the Company and intangible assets subject to
amortization are reviewed for impairment, whenever events or changes in
circumstances indicate that carrying amounts of assets may not be
recoverable.  The Company evaluates recoverability of assets to be held and
used by comparing the carrying amount of an asset to the future net
undiscounted cash flows to be generated by the asset.  If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceed the fair value of
the asset calculated using a future discounted cash flow analysis.
Considerable judgment is required to project such cash flows and, if
required, estimate the fair value of the impaired long-lived asset.

ACCRUED LIABILITIES.  Accrued liabilities consist of the following as of
December 31, 2007 and 2006:

                                2007       2006
                               ------     ------
                                 (in thousands)

Compensation related           $2,036     $  911
Other                             380        406
                               ------     ------
Total                          $2,416     $1,317
                               ======     ======

REVENUE RECOGNITION.  The Company recognizes revenue from product sales when
title transfers, the customer takes ownership and assumes risk of loss,
collection of the relevant receivable is probable, persuasive evidence of an
arrangement exists and the sales price is fixed or determinable, which is
generally at the time of shipment.  In the event a situation occurs to create
a post-shipment obligation, we would defer revenue recognition until the
specific obligation was satisfied.  We defer recognition of sales to
distributors when we are 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 based upon both historical data and management estimates.

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.

                                   Page F-9
<PAGE>
Revenue from royalties is recognized upon the notification to us of shipment
of product from the Company's technology license partners to direct
customers.

ADVERTISING.  The Company expenses advertising costs as incurred.
Advertising expenses for the years ended December 31, 2007, 2006 and 2005
were $343,000, $231,000, and $198,000, respectively.

EARNINGS (LOSS) PER SHARE.  The Company calculates its earnings (loss) per
share pursuant to SFAS No. 128, "Earnings Per Share" (SFAS No. 128).  Under
SFAS No. 128, basic earnings (loss) per share is computed by dividing
reported income (loss) available to common stockholders by weighted average
number of common shares outstanding during the period.  Diluted earnings
(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 income (loss) per
common share for the years ended December 31, 2007, 2006 and 2005:

                                                       December 31,
                                              -------------------------------
                                                 2007       2006      2005
                                              ---------  ---------  ---------
                                                 (in thousands, except per
                                                       share amounts)

Income (loss) from continuing operations      $  9,891   $    457   $ (2,642)
                                              =========  =========  =========
Income (loss) from discontinued operations    $     --   $     --   $ (3,849)
                                              =========  =========  =========
Net income (loss) applicable to
   common shares                              $  9,891   $    457   $ (6,491)
                                              =========  =========  =========

Common and common equivalent
  shares outstanding:

    Historical common shares outstanding
    at beginning of year (not including
    unreleased restricted stock)                24,838     24,388     22,380

    Weighted average common equivalent
    shares issued during year                      286         90        709
                                              ---------  ---------  ---------
    Weighted average common shares-basic        25,124     24,478     23,089
    Weighted average common equivalent
      shares outstanding during year             1,279        479         --
                                              ---------  ---------  ---------
    Weighted average common shares-diluted      26,403     24,957     23,089
                                              =========  =========  =========

                                   Page F-10
<PAGE>
Income (loss) from continuing operations
  per basic share                             $   0.39   $   0.02   $  (0.11)
Loss from discontinued operations
  per basic share                                   --         --      (0.17)
                                              ---------  ---------  ---------
Earnings (loss) per basic share               $   0.39   $   0.02   $  (0.28)
                                              =========  =========  =========
Income (loss) from continuing operations
  per diluted share                           $   0.37   $   0.02   $  (0.11)
Loss from discontinued operations
  per diluted share                                 --         --      (0.17)
                                              ---------  ---------  ---------
Earnings (loss) per diluted share             $   0.37   $   0.02   $  (0.28)
                                              =========  =========  =========

For the years ended December 31, 2007, 2006 and 2005, the Company had
several equity instruments or obligations that could cause future dilution
to the Company's common stockholders and which were not classified as
outstanding common shares of the Company.  The following table details the
various equity awards that were excluded from the earnings (loss) per common
share calculation because their inclusion would have been anti-dilutive.
These various equity awards could become dilutive in the future if the
average share price increases or certain performance conditions are met:

                                                December 31,
                                       -------------------------------
                                          2007       2006       2005
                                       ---------  ---------  ---------
                                                (in thousands)

Warrants                                     --      1,425      2,331
Options                                   3,141      5,028      6,872
Restricted stock                            575        270         --

STOCK-BASED COMPENSATION.  At December 31, 2007, the Company had three stock-
based compensation plans, which are more fully described in Note 7 of these
Notes of Consolidated Financial Statements below.

Prior to January 1, 2006, the Company accounted for awards granted under
stock-based incentive plans using the intrinsic method of expense
recognition, which follows the recognition and measurement principles of APB
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and
related interpretations.  Compensation cost, if any, was recorded based on
the excess of the quoted market price at grant date over the amount an
employee must pay to acquire the stock.  Under the provisions of APB 25,
there was no compensation expense resulting from the issuance of stock
options by the Company as the exercise price was equivalent to the fair
market value at the date of grant.

                                   Page F-11
<PAGE>
Effective January 1, 2006, the Company adopted SFAS No. 123R, "Share-Based
Payments" (SFAS 123R) and related Securities and Exchange Commission rules
included in Staff Accounting Bulletin No. 107.  The Company elected the
modified prospective transition method as permitted by SFAS 123R and,
accordingly, prior periods have not been restated to reflect the impact of
SFAS 123R.  Under this transition method, compensation cost recognized for
the twelve months ended December 31, 2007 includes:  (i) compensation cost
for all stock-based awards granted prior to, but not yet vested as of,
January 1, 2006 (based on the grant-date fair value estimated in accordance
with the original provisions of SFAS 123R and previously presented in the pro
forma footnote disclosures), and (ii) compensation cost for all stock-based
awards granted subsequent to January 1, 2006 (based on the grant-date fair
value estimated in accordance with the new provisions of SFAS 123R).

The estimated value of the Company's stock-based option and award plans, less
expected forfeitures, is amortized over the awards' respective vesting period
on a straight-line basis.

The Company granted restricted stock awards, restricted by a service
condition, with a vesting period of one year and restricted stock awards to
certain executive employees contingent upon satisfaction of a performance
condition with a vesting period of three years.  Restricted stock awards are
valued using the fair market value of our common stock as of the grant date.
The Company recognizes compensation expense, net of estimated forfeitures, on
a straight-line basis over the vesting period.  Estimated forfeitures are
reviewed periodically and changes to the estimated forfeitures are adjusted
through current period earnings.  The remaining unvested shares are subject
to forfeiture and restrictions on sale or transfer up until the vest date.

The Company also granted nonqualified stock options at an exercise price
equal to the fair market value of the Company's common stock on the grant
date.  The Company applies the Black-Scholes valuation method to compute the
estimated fair value of the stock options and recognizes compensation
expense, net of estimated forfeitures on a straight-line basis so that the
award is fully expensed at the vesting date.  Generally, stock options vest
25 percent on each anniversary of the grant date, are fully vested four years
from the grant date, and have a contractual term of ten years.

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, restricted cash,
and short-term trade receivables and payables approximate fair value due to
their short-term nature.  The fair value of the Company's promissory notes
were approximately $5,614,000 and $6,329,000 as of December 31, 2007 and
2006, respectively, using a discounted cash flow approach.  See Note 5 above
for the related carrying value of these notes.

RECLASSIFICATIONS.  Certain amounts recorded in previous periods have been
reclassified to conform to the current year presentation.

                                   Page F-12
<PAGE>
ACCOUNTING DEVELOPMENTS.  In February 2007, the FASB issued SAS No. 159,
"Fair Value Option for Financial Assets and Financial Liabilities," or SFAS
No. 159.  Under SFAS No. 159, entities may choose to measure at fair value
many financial instruments and certain other items that are not currently
required to be measured at fair value.  SFAS No. 159 also establishes
recognition, presentation, and disclosure requirements designed to facilitate
comparisons between entities that choose different measurement attributes for
similar types of assets and liabilities.  SFAS No. 159 does not affect any
existing accounting literature that requires certain assets and liabilities
to be carried at fair value.  SFAS No. 159 was effective for us beginning
January 1, 2008.  At this time, we do not expect the adoption of this
standard to have any impact on our financial position or results of
operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which was effective for us beginning January 1, 2008 and provides a
definition of fair value, establishes a framework for measuring fair value,
and expands disclosures about fair value measurements for future
transactions.  We do not expect the adoption of this pronouncement to have a
material impact on our financial position or results of operations.

The Company adopted the provisions of FASB Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes" ("FIN 48") on January 1, 2007.  As a result
of the implementation of FIN 48, we recognized no material adjustments to
liabilities or stockholders' equity.  See Note 10 below.

NOTE 2.  INVENTORIES:

Inventories consist of:

                                           December 31,
                                        ------------------
                                         2007        2006
                                        ------      ------
                                          (in thousands)

          Finished goods                $2,425      $1,915
          Work in process                4,063       4,207
          Obsolescence reserve            (146)       (116)
                                        -------     -------
                                        $6,342      $6,006
                                        =======     =======

                                   Page F-13
<PAGE>
NOTE 3.  PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of:

                                              Estimated      December 31,
                                             Useful Lives  -----------------
                                              (In Years)     2007      2006
                                             ------------  -------   -------
                                                             (in thousands)

Land                                             --       $   668    $   668
Buildings and improvements                    18 and 10     8,924      8,942
Equipment                                         5        12,396     12,781
Office furniture and equipment                 5 and 7        623        559
                                                          --------   --------
                                                           22,611     22,950
Less accumulated depreciation                             (17,624)   (18,423)
                                                          --------   --------
                                                          $ 4,987    $ 4,527
                                                          ========   ========

Depreciation expense for property, plant and equipment was $1,563,000,
$1,426,000, and $1,108,000 for 2007, 2006 and 2005, respectively. Maintenance
and repairs expense was $1,714,000, $1,399,000, and $910,000 for 2007, 2006
and 2005, respectively.  Included in maintenance are software maintenance
contracts.

NOTE 4.  GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill and other intangible assets consist of:

                                      December 31,       December 31,
                                         2007                2006
                                     -------------       ------------
                                               (in thousands)

   Goodwill                            $ 6,254             $ 5,981
   Accumulated amortization             (3,943)             (3,943)
                                       --------            --------
      Goodwill, net                    $ 2,311             $ 2,038
                                       ========            ========

   Patents and core technology         $11,815             $10,922
   Accumulated amortization             (3,852)             (3,170)
                                       --------            --------
      Intangible assets, net           $ 7,963             $ 7,752
                                       ========            ========

Amortization expense for intangible assets was $593,000, $572,000 and
$350,000 in 2007, 2006 and 2005, respectively.  Estimated amortization
expense for intangible assets is $600,000 annually in 2008 through 2012 and
$5 million thereafter.

                                   Page F-14
<PAGE>
NOTE 5.  LONG-TERM DEBT:

                                               2007        2006
                                            ----------  ----------
                                                 (in thousands)
Long-term debt:

National Semiconductor promissory note       $ 1,284      $ 1,459
Mortgage note                                  3,983        4,099
Silicon Valley Bank Term Loan                    667        1,667
                                             --------     --------
                                               5,934        7,225
Long-term debt current maturities             (1,040)      (1,366)
                                             --------     --------
Total                                        $ 4,894      $ 5,859
                                             ========     ========

In March 2002, we signed an agreement to issue $8 million of 5 year, 5%
fixed rate, convertible debentures and warrants to purchase 700,000 shares of
the Company's common stock.  The debentures were secured by a Deed of Trust
on our headquarters facility in Colorado Springs, Colorado and by a security
interest in certain of our accounts receivable and patents.  On July 1, 2005,
the Company retired the aforementioned debentures.  The warrants to purchase
approximately 700,000 shares of the Company's common stock at $3.04 per share
that were issued with the debentures remain outstanding at December 31, 2007.
Approximately 177,000 shares were issued as the result of warrant exercises
in January 2008.  Interest paid to the debenture holders during 2007, 2006
and 2005 was $0, $0 and approximately $155,000, respectively.  As of
December 31, 2007 no amounts were outstanding on these debentures.

On July 1, 2005, the Company finalized a $4 million revolving secured credit
facility with Silicon Valley Bank, a subsidiary of Silicon Valley Bancshares.
The revolving facility provides for interest at a floating rate equal to the
prime lending rate plus 0.50% per annum, 7.75% at December 31, 2007, a
minimum interest rate of 6.00% per year and a term of two years.  On
September 15, 2005, we amended this credit facility to include a $3,000,000
term loan payable in 36 equal installments over three years at an interest
rate equal to the prime lending rate plus 1% per annum, 8.25% as of
December 31, 2007.  Security for the credit facility includes all of the
Company's assets except for our real estate.  The Company also entered into
an Intellectual Property Security Agreement with Silicon Valley Bank that
secures the Company's obligations under the credit facility by granting
Silicon Valley Bank a security interest in all of the Company's right, title
and interest in, to and under its intellectual property.  The Company used
$3.6 million of proceeds from the revolving credit line to retire the
convertible debentures.  The Company's available funds at December 31, 2007
under this revolving credit agreement were $4 million.  At December 31, 2007,
the Company had no outstanding balance related to the revolving credit
facility.  The Company's commitment fee is no greater than $6,000 per
quarter.

                                   Page F-15
<PAGE>
The Company is required to comply with certain covenants under the credit
facility, including without limitation, minimum fixed charge covenant ratios,
liquidity coverage ratios, and maintain certain leverage ratios, and
restrictions on certain actions without the consent of Silicon Valley Bank
such as the disposal and acquisition of its business or property, changes in
business, ownership or location of collateral, mergers or acquisitions,
investments and transactions with affiliates, and paying subordinated debt.

On December 30, 2005, the Company entered into a Loan Modification Agreement
which completed the restructuring of its Amended and Restated Loan Agreement
with Silicon Valley Bank, a subsidiary of Silicon Valley Bancshares.  The
Loan Modification Agreement provided for the waiver of the Company's event of
default on October 31, 2005 of failure to meet the maximum senior leverage
ratio covenant and the liquidity coverage covenant, revised the financial
covenants to better reflect the Company's operations, and included a provision
for the Company's investment in its Canadian subsidiary and payments pursuant
to the recent mortgage financing of the Company's Colorado Springs facility.

On December 29, 2006, the Company entered into a Third Amendment to Amended
and Restated Loan and Security Agreement with Silicon Valley Bank.  The loan
modification agreement revised the financial covenants for debt service to
better reflect the Company's operations and removes capital expenditure limits
and investment limits relating to our Canadian subsidiary.

On March 28, 2007, the Company entered into a Fourth Amendment to the Amended
and Restated Loan and Security Agreement with Silicon Valley Bank.  The loan
modification granted more favorable restrictions relating to the Company's
foreign account receivable borrowing base, removed prepayment penalties
associated with our committed revolving line and extended our revolving credit
line to March 27, 2009.  The Company was in compliance with all revised
financial covenants as of December 31, 2007.

In April 2004, the Company entered into a patent interference settlement
agreement with National Semiconductor Corporation.  The Company is required
to pay National Semiconductor Corporation $250,000 annually through 2013.  As
of December 31, 2007, the present value of this promissory note is
$1,284,000 and the interest expense accrued in 2007 was $75,000.  The Company
discounted the note at 5.75%.  The face value of this note as of December 31,
2007 was $1,500,000.

On December 15, 2005, Ramtron, through its subsidiary, Ramtron LLC, for which
Ramtron International Corporation serves as sole member and sole manager,
closed on its mortgage loan facility with American National Insurance
Company.  Ramtron LLC entered into a promissory note evidencing the loan with
the principal amount of $4,200,000, with a maturity date of January 1, 2016,
bearing interest at 6.17%.  The Company is obligated to make monthly
principal and interest payments of $30,500 until January 2016 and a balloon
payment of $2,757,000 in January 2016.  Ramtron LLC also entered into an
agreement for the benefit of American National Insurance Company securing the
Company's real estate as collateral for the mortgage loan facility.

                                   Page F-16
<PAGE>
Maturities of the Company's outstanding promissory notes are as follows as of
December 31, 2007:

                        2008    2009    2010    2011    2012   Thereafter
                       ------  ------  ------  ------  ------  ----------
                                       (in thousands)

Long-term debt
  obligations          $1,040  $  382  $  390  $  399  $  409    $3,531
                       ======  ======  ======  ======  ======    ======

NOTE 6.  COMMITMENTS:

LEASE COMMITMENTS.  The Company has commitments under non-cancelable
operating leases expiring through 2009 for various equipment, software, and
facilities.  Minimum future annual lease payments for leases that have
initial or remaining non-cancelable terms in excess of one year as of
December 31, 2007 are as follows:

            2008         $1,209,000
            2009            504,000
            2010             13,000
                         ----------
                         $1,726,000
                         ==========

Total rent expense on all operating leases was $1,597,000, $720,000, and
$392,000 for 2007, 2006 and 2005, respectively.

MANUFACTURING ALLIANCES.  The Company has entered into a manufacturing
agreement with Fujitsu Limited for the supply of its F-RAM products.  The
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 based on current market conditions.

The Company and Texas Instruments entered into a commercial manufacturing
agreement for F-RAM memory products.  The Company will provide design,
testing and other activities associated with product development efforts, and
Texas Instruments will provide foundry services for a minimum period of two
(2) years with one year automatic renewal periods, subject to certain
obligations for us with respect to minimum orders and negotiated pricing.

NOTE 7.  STOCK-BASED COMPENSATION:

STOCK-BASED COMPENSATION PLANS

The Company has three stock option plans: the 1995 Stock Option Plan, as
amended (the "1995 Plan"), the 1999 Stock Option Plan (the "1999 Plan"), and
the 2005 Incentive Award Plan (the "2005 Plan"), collective, the "Plans."
The Plans reserve 10,700,000 shares of the Company's common stock for

                                   Page F-17
<PAGE>
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
95% in the 1995, 1999 and 2005 Plans, and the maximum term of each grant is
ten years.  The 1995 Plan and 2005 Plan also permit the issuance of incentive
stock options.  In addition, the 2005 Plan permits the issuance of restricted
stock.  Restricted stock grants generally vest one year from the date of
grant.  Options granted become exercisable in full or in installments
pursuant to the terms of each agreement evidencing options granted.  The
exercise of stock options and issue of restricted stock is satisfied by
issuing authorized unissued common stock or treasury stock.  As of
December 31, 2007, the Company had not granted any incentive stock options.
The number of shares available for future grant under these plans was 905,273
as of December 31, 2007.

Total stock-based compensation expense recognized in our consolidated
statement of income for the years ended December 31, 2007 and 2006 is as
follows:

Income Statement Classifications
--------------------------------
                                                   Year Ended December 31,
                                                 ----------------------------
                                                      2007           2006
                                                 -------------  -------------
                                                        (in thousands)

Cost of sales                                       $  159         $  99
Research and development                               399           191
Sales and marketing                                    347           116
General and administrative                           1,410           589
                                                    ------         -----
Total                                               $2,315         $ 995
                                                    ======         =====

As of December 31, 2007, there was approximately $2.4 million of unrecognized
compensation costs, adjusted for estimated forfeitures, related to non-vested
options granted to the Company's employees and directors, which will be
recognized over a weighted-average period of 3 years.  Total unrecognized
compensation will be adjusted for future changes in estimated forfeitures.

The following table sets forth the pro forma amounts of net loss and net loss
per share for the year ended December 31, 2005 that would have resulted if we
had accounted for our employee stock plans under the fair value recognition
provisions of SFAS 123:

                                   Page F-18
<PAGE>
                                                 December 31, 2005
                                                 -----------------
                                               (in thousands, except
                                                 per share amounts)

Net income (loss) as reported                       $ (6,491)

Stock-based employee compensation cost
included in net income (loss)as reported                  --

Less:  Stock-based employee compensation cost
that would have been included in net income
(loss) if the fair value method had been
applied to all awards                                  3,162
                                                    --------
Pro forma net income (loss) as if the fair
value method had been applied to all awards         $ (9,653)
                                                    =========

Earnings (loss) per share
    As reported:
       Basic                                        $  (0.28)
       Diluted                                      $  (0.28)

    Pro forma:
       Basic                                        $  (0.42)
       Diluted                                      $  (0.42)

STOCK OPTIONS

The exercise price of each stock option granted under the Company's Plans
equals 100% of the market value of the Company's common stock on the date of
grant.  The options have a contractual life of ten years and generally vest
ratably over three to four years from the date of grant.

For grants issued during 2007, the fair value for stock options was estimated
at the date of grant using the Black-Scholes option pricing model, which
requires management to make certain assumptions.  Expected volatility was
estimated based on the historical volatility of the Company's stock over the
past 6.25 years.  The average expected term was estimated by taking the
weighted average of the vesting term and the contractual term of the option,
as permitted by the SAB 107.  We based the risk-free interest rate that we
use in the option valuation model on U.S. Treasury Notes with remaining terms
similar to the expected terms on the options.  Forfeitures are estimated at
the time of grant based upon historical experience.  We do not anticipate
paying any cash dividends in the foreseeable future and therefore use an
expected dividend yield of zero in the option pricing model.

                                   Page F-19
<PAGE>
The assumptions used to value option grants for the years ending December 31,
2007, 2006 and 2005 are as follows:

                                         2007          2006          2005
                                      ----------    ----------    ----------
          Risk free interest rate        4.46%         4.81%         4.00%
          Expected dividend yield           0%            0%            0%
          Expected lives              6.25 years    6.25 years     4.0 years
          Expected volatility              76%           86%           84%

The weighted average fair value of options granted during the years ended
December 31, 2007, 2006 and 2005 was $2.75, $2.33, and $2.36, respectively.

On December 30, 2005, the Company's board of directors accelerated the
vesting of all outstanding and unvested stock options that had an exercise
price equal to or greater than $2.75 issued to current employees.  The impact
of the acceleration on net income as shown in the above table was an increase
in pro forma stock-based compensation expense of approximately $1.1 million
in 2005.  Aside from the acceleration of the vesting date, the terms and
conditions of the stock option agreements governing the underlying stock
options remain unchanged.  In connection with the acceleration of vesting,
executive officers and certain employees of Ramtron entered into agreements
restricting their ability to sell shares acquired from the exercise of the
accelerated options for the term of the original option.

The purpose of the acceleration was to avoid recognizing future compensation
expense associated with the accelerated options upon the adoption of SFAS
No. 123R, "Share Based Payments ("SFAS No. 123R").  SFAS No. 123R sets forth
accounting requirements for "share-based" compensation to employees and
requires companies to recognize in the income statement the grant-date fair
value of stock options and other equity-based compensation.

A summary of the changes in stock options outstanding during the year ended
December 31, 2007 are presented below:

                                                  Weighted Average
                              Number of               Exercise
                            Option Shares         Price Per Share
                            -------------         ----------------
                            (in thousands)
Outstanding at
December 31, 2006               6,438

Granted                           772                  $4.03
Forfeited                        (107)                 $2.87
Expired                          (571)                 $6.90
Exercised                        (435)                 $2.31
                                ------
Outstanding at
December 31, 2007               6,097
                                ======

As of December 31, 2007, 4,312,000, of the above options were exercisable,
respectively, with weighted average exercise prices of $3.44.

                                   Page F-20
<PAGE>
The total intrinsic value, which is the amount by which the stock price
exceeded the exercise price of the options on the date of exercise, of
options exercised during the years December 31, 2007, 2006 and 2005 was
$344,000, $358,000 and $83,000, respectively.

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     Aggregate
Exercise Price      Options      Exercise    Contractual    Intrinsic
    Range         Outstanding     Price         Life          Value
---------------   -----------   ----------   ------------   ---------
                (in thousands)                            (in thousands)

$ 1.85 - $ 2.22       796         $ 1.94        4.99
$ 2.29 - $ 2.29     1,426           2.29        7.89
$ 2.32 - $ 3.71     1,420           3.04        6.47
$ 3.72 - $ 4.07     1,810           3.88        8.32
$ 4.15 - $25.08       645           7.27        2.59
                    -----
                    6,097         $ 3.42        6.75         $7,284
                    =====
Ending vested and
  expected to vest  5,318         $ 3.43        6.41          6,518

Ending exercisable  4,312         $ 3.44        5.78          5,607

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

     $ 1.85 - $ 2.22          588             $1.95
     $ 2.29 - $ 2.29        1,082              2.29
     $ 2.32 - $ 3.71        1,379              3.04
     $ 3.72 - $ 4.07          618              3.78
     $ 4.15 - $25.08          645              7.27
                            -----
                            4,312             $3.44
                            =====

The intrinsic value is calculated as the difference between the market value
as of December 31, 2007 and the exercise price of the shares.  The closing
market value as of December 31, 2007 was $4.30 as reported by the Nasdaq
Global Market.

                                   Page F-21
<PAGE>
Cash received from option exercises for the year ended December 31, 2007 was
$1 million.  The actual tax benefit realized for the tax deduction from
option exercises was $344,000.

RESTRICTED STOCK

On February 23, 2007, the Company granted 721,000 shares of restricted stock
at a market value of $2.81 per share.  Awards for 86,000 shares vest in one
year based on a service condition, the remaining vest in approximately three
years if certain financial goals are achieved.  As of December 31, 2007,
there was approximately $1 million of unrecognized compensation costs related
to non-vested restricted shares, which will be recognized over a weighted-
average period of 1.8 years.

A summary of non-vested restricted shares during the year ended December 31,
2007 is as follows:

                                                    Weighted Average
                              Number of              Grant Date Fair
                          Restricted Shares          Value Per Share
                          -----------------         ----------------
                           (in thousands)
Outstanding at
December 31, 2006                270                      $3.72

Grants                           721                      $2.81
Forfeited                        (80)                     $2.97
Vested/Released                 (256)                     $3.72
                                -----

Outstanding at
December 31, 2007                655                      $2.81
                                =====
WARRANTS

Warrants to purchase shares of the Company's common stock are as follows:

                                                              Exercise
                                    Number of Shares       Price Per Share
                                    ----------------       ---------------
                                     (in thousands)

Outstanding and exercisable
at December 31, 2004 and 2005            2,331              $1.88-$6.88

Cancelled                                 (263)                $3.04
Issued                                     263                 $3.04
                                        -------
Outstanding and exercisable
at December 31, 2006                     2,331              $1.88-$6.88

Cancelled                                 (725)             $4.11-$6.88

Outstanding and exercisable
at December 31, 2007                     1,606
                                        =======             $1.88-$3.04

                                   Page F-22
<PAGE>
All of the outstanding warrants are currently exercisable.  Of such warrants:
warrants to purchase 700,000 shares with an exercise price of $3.04 expire in
March 2008; and warrants to purchase 906,000 shares of common stock with an
exercise price of $1.88 expire in September 2008 and August 2009.

For the years ended December 31, 2007, 2006 and 2005, the Company recorded
no dividends, respectively.

NOTE 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, 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 2007,
2006 and 2005, the Company was obligated to pay to the Fund approximately
$60,000 per year in payment of such fees and expenses.  Payments made for
these obligations were $0, $105,000, and $0 during 2007, 2006 and 2005,
respectively.  The amounts of $90,000 and $30,000 related to this obligation
are included in accrued liabilities as of December 31, 2007 and 2006,
respectively.

TRANSACTIONS INVOLVING INFINEON TECHNOLOGIES AG.  Infineon Technologies AG
was a principal stockholder of the Company until November 20, 2006.

In March 2002, the Company issued a $3 million, 5% interest, 5-year debenture
to Infineon and a warrant to purchase approximately 262,663 shares of the
Company's common stock at $3.04 per share.  The Infineon debenture was
secured by a security interest the Company granted to Infineon in certain of
its accounts receivable and patents.  On July 1, 2005, the Company retired
the aforementioned debenture and the warrant remained outstanding until its
transfer (described below) in November 2006.  Interest paid to Infineon
during 2007, 2006, and 2005 was $0, $0 and approximately $39,000,
respectively.

In November 2006, Infineon Technologies AG transferred to Qimonda AG, an
affiliate of Infineon, 4,430,005 shares of the Company's common stock and its
warrant to purchase 262,633 additional shares of the Company's common stock
(collectively, the "Qimonda Shares").  The Company entered into a
Registration Rights Agreement with the purchasers of the Qimonda Shares.  The
purchase of the Shares from Qimonda by institutional and other accredited
investors unaffiliated with Ramtron was a privately negotiated transaction
from which the Company received no proceeds other than the reimbursement of
costs associated with registering the Shares.

                                   Page F-23
<PAGE>
NOTE 9.  SUPPLEMENTAL CASH FLOW INFORMATION AND OTHER NON-CASH ITEMS:

                                                      2007     2006     2005
                                                     ------   ------   ------
                                                          (in thousands)

Interest                                            $  570    $  585   $  437
Income taxes                                           125        --       60
Common stock issued in acquisition                      --        --    5,519
Disposal of fully depreciated assets with
  no proceeds                                        2,415       131    3,810
Amounts included in capital expenditures but
  not yet paid                                         388       100      437

NOTE 10.  INCOME TAXES:

The sources of income (loss) before income taxes and after discontinued
operations were as follows:

                                        2007        2006       2005
                                      --------    --------   --------
                                               (in thousands)

United States                         $ 4,785     $ 3,286    $(4,102)
Foreign                                (2,372)     (2,769)    (2,389)
                                      --------    --------   --------
Income (loss) before income taxes     $ 2,413     $   517    $(6,491)
                                      ========    ========   ========

Income tax expense (benefit) attributable to income (loss) before income
taxes consists of:

                                        2007        2006       2005
                                      --------    --------   --------
                                               (in thousands)

Current:

   Federal                            $   108     $    60   $     --
   State                                   --          --         --
   Foreign                                 --          --         --
                                      --------    --------   --------
                                          108          60         --
                                      --------    --------   --------

Deferred:

   Federal                             (6,922)         --         --
   State                                 (664)         --         --
   Foreign                                 --          --         --
                                      --------    --------   --------
                                       (7,586)         --         --
                                      --------    --------   --------

Income Tax expense (benefit)          $(7,478)    $    60    $    --
                                      ========    ========   ========

                                   Page F-24
<PAGE>
Total income tax expense (benefit) from continuing operations differs from
the amount computed by applying the statutory federal income (loss) tax rate
of 35% to income before taxes.  The reasons for this difference for the years
ended December 31, were as follows:

                                               2007      2006      2005
                                             --------  --------  --------
                                                     (in thousands)

Computed expected tax expense (benefit)      $   844   $   181   $  (925)
Increase (reduction) in income taxes
  resulting from:
   State income taxes, net of federal impact      84        18      (126)
   Non-deductible differences                     43        48        40
   Prior period true-up                           --        --    (1,914)
   Change in valuation allowance              (8,628)     (247)    2,925
   Foreign operations                             71        --        --
   Alternative minimum tax                       108        60        --
   Impact of change on deferred tax assets
      due to change in income tax rates           --     2,443        --
   Impact of change on valuation allowance
      due to change in income tax rates           --    (2,443)       --
                                             --------  --------  --------
Income tax expense (benefit)                 $(7,478)  $    60   $    --
                                             ========  ========  ========

In assessing the potential to realize our deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and projections
for future taxable income over the periods in which the deferred tax assets
are deductible, management believes it is more likely than not that the
Company will realize the benefits of these deductible differences, net of the
existing valuation allowances at December 31, 2007. The amount of the
deferred tax asset considered realizable, however, could be reduced in the
near term if estimates of future taxable income during the carryforward
period are reduced.

Management has determined, based on all available evidence, it is more likely
than not that deferred tax assets of approximately $7.6 million will be
realized.  As  of December 31, 2006, the Company had recorded a valuation
allowance equal to its net deferred tax assets.

                                   Page F-25
<PAGE>
The components of deferred income taxes are as follows:

                                               2007        2006
                                             --------    --------
                                                (in thousands)
Current:

   Deferred revenue                          $   365     $    --
   Accrued liabilities, not deducted
     until paid for tax purposes                 250         327
   U.S. net operating loss carryovers          1,277          --
                                             --------    --------
                                               1,892         327
   Less valuation allowance                   (1,606)       (327)
                                             --------    --------
                                                 286          --
                                             --------    --------
Non-current:

   U.S. net operating loss carryovers         39,242      44,664
   Capital loss carryovers                        --       4,380
   Foreign net operating loss carryovers       3,724       2,999
   Deferred revenue                              714       1,470
   Fixed assets                                1,214         867
   FAS 123R-accrued NSO expense                  901         381
   Research and experimentation tax credit     1,662       1,662
   Alternative minimum tax credit                200          60
   Other                                         722         720
                                             --------    --------
                                              48,379      57,203
   Less valuation allowance                  (41,079)    (57,203)
                                             --------    --------
                                               7,300          --
                                             --------    --------
Net deferred tax assets                      $ 7,586     $    --
                                             ========    ========

As of December 31, 2007, the Company had Federal net operating loss
carryforwards of approximately $105 million to reduce future taxable
income, which expire as follows:

                                    Regular Tax
    Expiration Date             Net Operating Losses
   -----------------            --------------------
                                   (in thousands)

         2008                        $ 23,579
         2009                          20,364
         2010                             533
         2011                           4,154
   2012 through 2026                   56,614
                                     --------
                                     $105,244
                                     ========

                                   Page F-26
<PAGE>
During 2007 the Company expects to utilize net operating loss carryovers of
approximately $5.7 million.  During 2007, 2006 and 2005, net operating loss
carryovers of approximately $5 million, $12 million, and $15.6 million,
respectively, expired.  In addition, during 2006, capital losses of
approximately $11.3 million expired.  These items decreased the recorded
valuation allowance in each respective year.

Tax expense other than payroll and income taxes were $235,000, $246,000 and
$254,000 for 2007, 2006 and 2005, respectively.

The Financial Accounting Standards Board issued Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes-an Interpretation of FASB
Statement No. 109" ("FIN 48"), which requires reporting of taxes based on tax
positions which meet a more likely than not standard and which are measured
at the amount that is more likely than not to be realized.  Differences
between financial and tax reporting which do not meet this threshold are
required to be recorded as unrecognized tax benefits.  FIN 48 also provides
guidance on the presentation of tax matters and the recognition of potential
IRS interest and penalties.  The provisions of FIN 48 were adopted by the
Company on January 1, 2007 and had no effect on the Company's financial
position, cash flows or results of operations upon adoption, as the Company
did not have any unrecognized tax benefits.  The Company also evaluated its
tax positions as of December 31, 2007 and reached the same conclusion.

The Company classifies penalty and interest expense related to income tax
liabilities as an income tax expense.  There are no interest and penalties
recognized in the statement of operations or accrued on the balance sheet.

The Company files tax returns in the United States, in the states of
California, Colorado and Texas and in several foreign countries.  The tax
years 2004 through 2007 remain open to examination by the major taxing
jurisdictions to which the Company is subject, as well as 2003 for
California.

NOTE 11.  DISCONTINUED OPERATIONS:

On July 26, 2005, the Company announced the divestiture of its Mushkin
subsidiary, which was approved by the Company's board of directors on
July 20, 2005.  The board of directors approved the disposition to allow
management to focus on the Company's F-RAM product lines.  On July 26, 2005,
the Company executed an agreement with Mushkin's current general manager to
sell its Mushkin subsidiary to Mushkin's current general manager for
consideration of approximately $1.8 million.  The consideration provided in
the sale included, among other things, Mushkin's current accounts receivable
and cash balances.  The sale closed on July 26, 2005.  The Company recognized
impairment charges during the second quarter of 2005 to goodwill for $3.4
million, to long-lived assets for $359,000, and to inventory for $170,000,
related to the divestiture.

                                   Page F-27
<PAGE>
In accordance with SFAS No. 144, the consolidated financial statements of
EMS and Mushkin have been recast to present these businesses as discontinued
operations.  Accordingly, the revenue, costs and expenses, and assets and
liabilities of the discontinued operations have been excluded from the
respective captions in the Consolidated Cash Flows, Statements of Operations
and Balance Sheets and have been reported in the various statements under the
captions, "Income (loss) from discontinued operations," "Assets of
discontinued operations" and "Liabilities of discontinued operations" for all
periods.  In addition, certain Notes to Consolidated Financial Statements
have been recast for all periods to reflect the discontinuance of these
operations.

Summary results for the discontinued operations are as follows:
<TABLE>
<CAPTION>
                                                          For the years ended December 31,
                       ----------------------------------------------------------------------------------------------------------
                                      2007                                2006                                2005
                       ----------------------------------  ----------------------------------  ----------------------------------
                         Mushkin      EMS          Total     Mushkin      EMS         Total      Mushkin      EMS         Total
                       ----------------------------------  ----------------------------------  ----------------------------------
                                                                     (in thousands)
<S>                     <C>         <C>          <C>        <C>         <C>          <C>        <C>         <C>           <C>
Operating Results:

Revenue                      --        --             --         --        --             --    $ 7,714        --        $ 7,714
Costs and expenses           --        --             --         --        --             --     (8,008)    $ 239         (7,769)
Impairment of patents
  and intangibles            --        --             --         --        --             --         --        --             --
Impairment of goodwill       --        --             --         --        --             --     (3,435)       --         (3,435)
Impairment of
  long-lived assets          --        --             --         --        --             --       (359)       --           (359)
Income tax benefit           --        --             --         --        --             --         --        --             --
                       ----------------------------------  ----------------------------------  ----------------------------------
Net income (loss)            --        --             --         --        --             --    $(4,088)    $ 239        $(3,849)
                       ==================================  ==================================  ==================================
</TABLE>

As of December 31, 2007 and 2006, there were no assets or liabilities
relating to discontinued operations included in the consolidated balance
sheet.

NOTE 12.  SEGMENT AND GEOGRAPHIC AREA INFORMATION:

Following our divestitures discussed in Note 11 herein, our continuing
operations are conducted through one business segment.  Our business
develops, manufactures and sells ferroelectric nonvolatile random access
memory products, microcontrollers, integrated products, and licenses the
technology related to such products.

Revenue amounts and percentages for major customers representing more
than 10% of total revenue during the past three years are as follows:

                                   Page F-28
<PAGE>

                     2007                  2006                  2005
            --------------------- --------------------- ---------------------
                                      (in thousands)

Customer A    $3,741      7%          $2,023      5%          $5,158     15%
Customer B    $3,308      6%          $4,149     10%          $3,421      9%

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 was based on physical location.

Geographic Area Net Revenue:

                                     2007         2006        2005
                                   --------     --------    --------
                                             (in thousands)

United States                      $ 7,110      $ 6,243      $ 3,524
Japan                               10,892        9,903        8,041
United Kingdom                       2,362        2,124        1,757
Indonesia                            2,449        4,149        4,135
Taiwan                               2,062        1,167          988
Germany                              2,656        2,242        2,062
China/Hong Kong                     15,604        8,916        6,413
Italy                                  262        1,045        4,065
Czech Republic                          74          704          943
Finland                              2,169          764          754
Singapore                              775          734          415
Slovenia                               658          501          585
Mexico                               1,058          170           19
Korea                                1,779          899          554
Thailand                               741           --           --
Rest of world                          443          920          137
                                   -------      -------      -------
Total                              $51,094      $40,481      $34,392
                                   =======      =======      =======

Geographic Area Long-lived Assets (Net):

                                        December 31,
                                    -------------------
                                      2007        2006
                                    -------     -------
                                      (in thousands)

United States                       $ 7,741     $ 7,711
Thailand                                435         327
Canada                                7,008       6,331
Japan                                   307         100
                                    -------     -------
                                    $15,491     $14,469
                                    =======     =======

                                   Page F-29
<PAGE>
NOTE 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 were
contributed by the Company under the 401(k) Plan on behalf of participating
employees during 2005.  During 2007 and 2006, approximately $81,000 and
$93,000 were charged to the various income statement classifications based
upon the employee's department classification for Company contributions under
the 401(k) Plan, which were be paid quarterly for 2007 and were paid in the
first quarter of 2007 for the year ended 2006, respectively.

NOTE 14.  CONTINGENCIES:

The Company's 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.  The Company cannot be certain that third
parties will not make a claim of infringement against the Company or against
its semiconductor company licensees in connection with their use of the
Company's 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 the Company to enter into royalty or
licensing agreements.  These royalty or licensing agreements, if required,
may not be available to the Company on acceptable terms or at all.  A
successful claim of infringement against the Company or one of its
semiconductor manufacturing licensees in connection with use of the Company's
technology could materially impact the Company's results of operations.

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 are no pending legal proceeding
against or involving the Company for which the outcome would likely to have a
material adverse effect upon the Company's financial position or results of
operations.

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

The following unaudited information shows selected items by quarter for the
years 2007 and 2006.
<TABLE>
<CAPTION>

                                                       2007                                      2006
                                     ----------------------------------------    ----------------------------------------
                                         Q1        Q2        Q3        Q4            Q1        Q2        Q3        Q4
                                     ----------------------------------------    ----------------------------------------
                                                        (in thousands except per share data)
<S>                                  <C>        <C>        <C>       <C>         <C>        <C>        <C>       <C>
Revenue                              $11,088    $12,332    $13,400   $14,275     $ 9,614    $10,251    $11,158   $ 9,458
Gross margin, product sales,
  including inventory provision        5,456      6,314      6,964     7,249       4,962      5,086      5,694     4,915
Operating income (loss)                  (22)       328      1,278     1,176          90        302        668       (85)
Net income (loss) applicable
  to common shares from
  continuing operations                 (202)       248      1,136     8,709(1)      (80)       199        518      (180)

Income (loss) per share
from continuing operations

Basic                                $ (0.01)   $  0.01    $  0.05   $  0.34     $    --    $  0.01    $  0.02   $ (0.01)
                                     ========================================    ========================================
Diluted                              $ (0.01)   $  0.01    $  0.04   $  0.32     $    --    $  0.01    $  0.02   $ (0.01)
                                     ========================================    ========================================
</TABLE>
----------
(1)  See Note 10 above.  The Company recorded a $7.6 million tax benefit
     during the quarter ended December 31, 2007 relating to the release of a
     valuation allowance for deferred tax assets.

                                   Page F-31
<PAGE>
Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

None

Item 9A.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures and Related CEO
     and CFO Certifications

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and
that such information is accumulated and communicated to management,
including the Company's Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), as appropriate, to allow timely decisions regarding required
disclosure.  In connection with the preparation of this Annual Report on Form
10-K, as of December 31, 2007, an evaluation was performed under the
supervision and with the participation of the Company's management, including
the CEO and CFO, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Exchange Act). Based on this evaluation, our management, including
our Chief Executive Officer and Chief Financial Officer, concluded that our
disclosure controls and procedures are effective.

(b)  Changes in Internal Control and Financial Reporting

There were no changes in the Company's internal control over financial
reporting during its most recently completed fiscal quarter that have
materially affected or are reasonably likely to materially affect the
Company's internal control over financial reporting.

(c)  Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in the Exchange Act
Rules 13a-15(f).  Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.  All
internal control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

                                   Page-47
<PAGE>
Under the supervision and with the participation of management, including the
principal executive officer and the principal financial officer, the
Company's management has evaluated the effectiveness of its internal control
over financial reporting as of December 31, 2007 based on the criteria
established in a report entitled Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission.  Based on its assessment, management concluded that the Company
maintained effective internal control over financial reporting as of
December 31, 2007.

Item 9B.  OTHER INFORMATION

None

PART III

Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding our directors is incorporated by reference from the
information contained under the caption "Election of Directors" in our 2008
Proxy Statement for the 2008 Annual Meeting of Stockholders.  Information
regarding our audit committee members, including the designated audit
committee financial expert, is incorporated by reference from the information
contained under the caption "Audit Committee Members" in our 2008 proxy
statement and information regarding current executive officers, is
incorporated by reference from the information contained under the caption
"Executive Officers of the Registrant" in our 2008 Proxy Statement for the
2008 Annual Meeting of Stockholders.  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 2008 Proxy Statement.

Code of Conduct
---------------

We have adopted a Code of Conduct that applies to all of our directors,
officers and employees. This code is publicly available on our web site at
www.ramtron.com.  Any substantive amendments to the code and any grant of
waiver from a provision of the code requiring disclosure under applicable SEC
or Nasdaq rules will be disclosed by us in a report on Form 8-K.

Item 11.  EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from the
information contained under the captions "Executive Compensation" and
"Director Compensation" in our 2008 Proxy Statement.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference from the
information contained under the caption "Security Ownership of Principal
Stockholders and Management" and "Equity Compensation Plan Information" in
our 2008 Proxy Statement.

                                   Page-48
<PAGE>
Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

The information required by this item is incorporated by reference from the
information contained under the caption "Certain Transactions" and "Director
Independence" in our 2008 Proxy Statement.

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 2008 Proxy Statement.

PART IV

Item 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

(1)  Financial Statements:
                                                                         Page
                                                                         ----
Report of Independent Registered Public Accounting Firm  . . . . . . .    44
Consolidated Balance Sheets as of December 31, 2007 and 2006 . . . . .    F-1
Consolidated Statements of Operations and Comprehensive Income (Loss)
   for the years ended December 31, 2007, 2006 and 2005  . . . . . . .    F-2
Consolidated Statements of Stockholders' Equity for the
   years ended December 31, 2007, 2006 and 2005  . . . . . . . . . . .    F-4
Consolidated Statements of Cash Flows for the years ended
    December 31, 2007, 2006 and 2005 . . . . . . . . . . . . . . . . .    F-5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . .    F-7

(2)  Financial Statement Schedules:
                                                                         Page
                                                                         ----
     Schedule II:  Valuation and Qualifying Accounts . . . . . . . . .    50

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.  The Exhibits listed on the accompanying Index to Exhibits
     immediately following the Financial Statement Schedules are filed as
     part of, or incorporated by reference into, this report.

                                   Page-49
<PAGE>
               Schedule II:  Valuation and Qualifying Accounts
               ===============================================

                         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
December 31, 2005:

Accounts receivable
 reserves             $163        $  513       $--        $  403     $273
                     =====================================================
Year Ended
December 31, 2006:

Accounts receivable
 reserves             $273        $  890       $--        $  812     $351
                     =====================================================
Year Ended
December 31, 2007:

Accounts receivable
 reserves             $351        $1,564       $--        $1,531     $384
                     =====================================================

                                   Page-50
<PAGE>
                               INDEX TO EXHIBITS
-----------------------------------------------------------------------------

         Exhibit
         Number
         -------

          3.1    Certificate of Incorporation of Registrant, as amended.(4)
          3.2    Bylaws of Registrant, as amended.(20)

          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.(3)
          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.(3)
          4.5    Form of Rights Agreement, dated April 19, 2001, between
                 Ramtron International Corporation and Citibank, N.A.(6)
          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.(9)
          4.22   Warrant to Purchase Common Stock between the Registrant and
                 Alexandra Global Mast Fund, Ltd. dated March 28, 2002 and as
                 amended on August 18, 2003.(18)
          4.23   Warrant to Purchase Common Stock between the Registrant and
                 C.E. Unterberg, Towbin Brett Moskowitz Investments, dated
                 November 20, 2006.(18)
          4.24   Warrant to Purchase Common Stock between the Registrant and
                 Warrant Strategies Fund, LLC, dated November 20, 2006.(18)

         10.3    1995 Stock Option Plan and forms of Incentive Stock Option
                 Agreement and Non-statutory Stock Option Agreement.(2)
         10.4    Amendment No. 1 to Registrant's 1989 Non-statutory 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 F-RAM Technology License Agreement
                 between Fujitsu Limited and the Registrant dated
                 September 20, 1999.(4)
         10.8    Amendment No. 2 to Registrant's 1995 Stock Option Plan dated
                 December 22, 1999.(4)
         10.9    Registrant's 1999 Stock Option Plan.(4)
         10.17   Amendment No. 3 to Registrant's 1995 Stock Option Plan,
                 as amended, dated July 25, 2000.(5)
         10.18   Amendment No. 1 to Registrant's 1999 Stock Option Plan,
                 as amended, dated July 25, 2000.(5)
         10.19*  Technology and Service Agreement between Infineon
                 Technologies AG and the Registrant, dated December 14,
                 2000.(5)
         10.21*  Joint Development and License Agreement between the
                 Registrant and Texas Instruments, dated August 14, 2001.(7)

                                   Page-51
<PAGE>
         10.22*  F-RAM Technology License Agreement between the Registrant
                 and NEC Corporation, dated November 15, 2001.(8)
         10.31*  Settlement Agreement between National Semiconductor
                 Corporation and the Registrant dated April 6, 2004. (10)
         10.32   Patent Purchase Agreement between Purple Mountain Server LLC
                 and the Registrant dated April 13, 2004.(10)
         10.35   Ramtron International Corporation 2005 Incentive Award
                 Plan.(13)
         10.36   Promissory note between Ramtron LLC and American National
                 Insurance Company dated December 8, 2005.(14)
         10.37   Deed of Trust, Security Agreement and Financing Statement
                 between Ramtron LLC and American National Insurance Company
                 dated December 8, 2005.(14)
         10.38   Form of Resale Restriction Agreement between Ramtron
                 International Corporation and its executive officers and
                 certain employees.(15)
         10.39   Loan Modification Agreement between Ramtron International
                 Corporation and Silicon Valley Bank dated December 30,
                 2005.(15)
         10.40   Severance Agreement and General Release and Waiver of
                 Claims between the Company and Mr. Greg B. Jones
                 dated January 13, 2006.(16)
         10.41   Registration Rights Agreement between Ramtron International
                 Corporation and certain purchasers dated November 20,
                 2006. (17)
         10.44   Agreement to Pay-Off the Debentures between Ramtron
                 International Corporation, Bramwell Capital Corp. and
                 Alexandra Global Master Fund, Ltd. dated July 1, 2005.(11)
         10.45   Stock Purchase Agreement between Ramtron International
                 Corporation and D. George Stathakis dated July 26, 2005.(11)
         10.48   Amended and Restated Loan and Security Agreement between
                 Ramtron International Corporation and Silicon Valley Bank,
                 dated September 15, 2005.(12)
         10.49   Intellectual Property Security Agreement between
                 Ramtron International Corporation and Silicon Valley Bank,
                 dated September 15, 2005.(12)
         10.50   Third Amendment to Amended and Restated Loan and Security
                 Agreement between Ramtron International Corporation and
                 Silicon Valley Bank, dated December 29, 2006.(18)
         10.51   Fourth Amendment to Amended and Restated Loan and Security
                 Agreement between Ramtron International Corporation and
                 Silicon Valley Bank.(19)
         10.52   Form of Change-in-Control Agreement between Registrant
                 and its executive officers dated April 25, 2007.(20)
         10.53*  Manufacturing Agreement between the registrant and Texas
                 Instruments dated March 6, 2007.(21)

         21.1    Subsidiaries of Registrant.

         23.1    Consent of Independent Registered Public Accounting Firm
         23.2    Consent of Independent Registered Public Accounting Firm

                                   Page-52
<PAGE>
         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.

*  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 our 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 our Form S-1 Registration
     Statement (Registration No. 33-99898) filed with the Securities and
     Exchange Commission on December 1, 1995.

(3)  Incorporated by reference to our Form 8-K (Commission File No.
     0-17739) filed with the Securities and Exchange Commission on August 31,
     1999.

(4)  Incorporated by reference to our 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.

(5)  Incorporated by reference to our 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.

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

(7)  Incorporated by reference to our 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.

                                   Page-53
<PAGE>
(8)  Incorporated by reference to our 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.

(9)  Incorporated by reference to our 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.

(10)  Incorporated by reference to our Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 2003
      filed with the Securities and Exchange Commission on March 25, 2004.

(11)  Incorporated by reference to our Form 10-Q (Commission File
      No. 0-17739) for the quarter ended June 30, 2005 filed with the
      Securities and Exchange Commission on August 9, 2005.

(12)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      September 21, 2005.

(13)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      December 8, 2005.

(14)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      December 21, 2005.

(15)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      January 5, 2006.

(16)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      January 17, 2006.

(17)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      November 22, 2006.

(18)  Incorporated by reference to our Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 2006
      filed with the Securities and Exchange Commission on February 21, 2007.

(19)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      April 4, 2007.

(20)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      May 1, 2007.

(21)  Incorporated by reference to our Form 10-Q (Commission File
      No. 0-17739) for the quarter ended June 30, 2007 filed with the
      Securities and Exchange Commission on May 8, 2007.

                                   Page-54
<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 February 27, 2008.

                                            RAMTRON INTERNATIONAL CORPORATION

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

                                 POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints William W. Staunton and Eric A.
Balzer, his true and lawful attorneys-in-fact each acting alone, with full
power of substitution and re-substitution, for him and in his name, place and
stead in any and all capacities to sign any or all amendments to this report
on Form 10-K, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact, or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.

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/ William G. Howard
-------------------------       Chairman of the Board             2-27-08
William G. Howard

/s/ William L. George
---------------------------     Director                          2-27-08
William L. George

/s/ Jack L. Saltich
---------------------------     Director                          2-27-08
Jack L. Saltich

/s/ Theodore J. Coburn
---------------------------     Director                          2-27-08
Theodore J. Coburn

                                   Page-55
<PAGE>
/s/ William W. Staunton, III
----------------------------    Director and Chief Executive      2-27-08
William W. Staunton, III        Officer

/s/ Eric A. Balzer
-------------------------       Director and Chief Financial      2-27-08
Eric A. Balzer                  Officer (Principal Accounting
                                Officer)

                                    Page-56
<PAGE>