EXHIBIT 10.54

                              AMENDMENT NO. 2 TO
                      RAMTRON INTERNATIONAL CORPORATION
                            1999 STOCK OPTION PLAN

Ramtron International Corporation's 1999 Stock Option Plan (the "Plan") shall
be amended as follows:

I.  The following text is hereby deleted from Section 2.d. of the Plan,
entitled "Company":

       "and any 'parent' corporation, whether now or
        hereafter existing, as defined in Sections 424(e) and
        (g) of the Code."

II.  The following sentence is hereby inserted at the end of Section 2.h. of
the Plan, entitled "Fair Market Value":

       "Any alternative fair market value pricing method adopted
        by the Board of Directors shall be stated the Option
        Agreement and shall be in compliance with the fair market
        value pricing rules set forth in Section 409A of the
        Code."

III.  The word "Company" is hereby deleted from the text of Section 2.m. of
the Plan, entitled "Shares," and replaced with the words "Ramtron
International Corporation."

IV.  The term "95%" is hereby deleted from the text of Section 6.d of the
Plan, entitled "Exercise Price," and replaced with the term "100%".

V.  The following text is hereby inserted into Section 13 of the Plan as new
sub-section 13.i. to read in its entirety as follows:

       "i.  Compliance with Section 409A of the Code.  To the
            extent applicable, it is intended that this Plan and any
            Option grants made hereunder comply with the provisions of
            Section 409A of the Code, so that the income inclusion
            provisions of Section 409A(a)(1) of the Code do not apply
            to the Optionee.  This Plan and any Option grants made
            hereunder shall be administered in a manner consistent
            with this intent.  Any reference in this Plan to Section 409A of
            the Code will also include any regulations or any other formal
            guidance promulgated with respect to such Section by the U.S.
            Department of the Treasury or the Internal Revenue Service."

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       "Neither an Optionee nor any of an Optionee's creditors or
        beneficiaries shall have the right to subject any deferred
        compensation (within the meaning of Section 409A of the Code)
        payable under this Plan and grants hereunder to any anticipation,
        alienation, sale, transfer, assignment, pledge, encumbrance,
        attachment or garnishment.  Except as permitted under Section
        409A of the Code, any deferred compensation (within the meaning
        of Section 409A of the Code) payable to an Optionee or for an
        Optionee's benefit under this Plan and grants hereunder may not be
        reduced by, or offset against, any amount owing by an Optionee
        to the Company or any of its affiliates."

       "If, at the time of an Optionee's separation from service (within
        the meaning of Section 409A of the Code), (i) the Optionee shall
        be a specified employee (within the meaning of Section 409A of
        the Code and using the identification methodology selected by
        the Company from time to time) and (ii) the Company shall make
        a good faith determination that an amount payable hereunder
        constitutes deferred compensation (within the meaning of
        Section 409A of the Code) the payment of which is required
        to be delayed pursuant to the six-month delay rule set forth
        in Section 409A of the Code in order to avoid taxes or penalties
        under Section 409A of the Code, then the Company shall not pay
        such amount on the otherwise scheduled payment date but shall
        instead pay it, without interest, on the first business day of
        the seventh month after such six-month period."

       "Notwithstanding any provision of this Plan and grants hereunder
        to the contrary, in light of the uncertainty with respect to the
        proper application of Section 409A of the Code, the Company
        reserves the right to make amendments to this Plan and grants
        hereunder as the Company deems necessary or desirable to avoid
        the imposition of taxes or penalties under Section 409A of the
        Code.  In any case, an Optionee shall be solely responsible and
        liable for the satisfaction of all taxes and penalties that may be
        imposed on an Optionee or for an Optionee's account in connection
        with this Plan and grants hereunder (including any taxes and
        penalties under Section 409A of the Code), and neither the Company
        nor any of its affiliates shall have any obligation to indemnify or
        otherwise hold an Optionee harmless from any or all of such taxes or
        penalties."

Dated: December 8, 2008

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