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, 2008

                                       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)                   Nasdaq Global Market
-----------------------------------------------------------------------------
(Title of Each Class)             (Name of each exchange on which registered)

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.  /  /

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 /   /, Smaller Reporting Company /   /

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 30, 2008 was $110,720,301 based on the closing price
of our common stock as reported on the Nasdaq Global Market.

As of January 29, 2009, 27,737,927 shares of the Registrant's common stock
were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the 2009 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  . . . . . . . . . . . . . . . . . . . . .  17
    Item 1B.   Unresolved Staff Comments . . . . . . . . . . . . . . .  26
    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 9A(T) Controls and Procedures . . . . . . . . . . . . . . . .  48
    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  . . . .  49
    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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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.

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 were incorporated in Delaware in 1984.  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, 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, 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 products. This has enabled a new class of
products that addresses the growing market need for more efficient and cost
effective semiconductor products.

PRODUCT HIGHLIGHTS AND OTHER ACHIEVEMENTS

We announced the availability of a 4-megabit (Mb) F-RAM memory in a
streamlined FBGA package.  The FM22LD16 is a 4Mb, 3-volt, parallel
nonvolatile RAM in a 48-pin ball grid array (FBGA) package that features fast
access, virtually unlimited read/write cycles and low power consumption.
Pin-compatible with asynchronous static RAM (SRAM), the FM22LD16 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.

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.

We launched the FM3135, a 64-kilobit (Kb), 3-volt Processor Companion product
that combines the benefits of nonvolatile F-RAM memory with an enhanced real-
time clock/calendar (RTC) and integrated 32 kHz watch crystal.  The FM3135 is
designed for use in meters, elapsed time monitors, time-of-use recording, and
other data-storage applications that require time-stamping. The high
endurance and fast writes of F-RAM combined with an RTC make it ideal for
systems that time stamp events.

Our FM22L16 product was awarded the Product of the Year Award by Electronic
Products China (EPC). The FM22L16, the semiconductor industry's first
4-megabit (Mb) nonvolatile F-RAM memory, was selected from hundreds of
products after it successfully met the judging criteria for design
innovation, price performance, and technological advancement.  The FM22L16 is
the highest density F-RAM product to date. A 4Mb, 3-volt, parallel
nonvolatile RAM in a 44-pin thin small outline plastic (TSOP) package, the
FM22L16 features fast access, virtually unlimited read/write cycles, and low
power consumption.

We announced the FM25H20, our first 2-megabit serial F-RAM.  The 3-volt, 2Mb
serial F-RAM writes at maximum bus speed with virtually unlimited endurance
for greater data collection capacity in a small package, enabling system
designers to reduce costs and board space in a range of advanced applications
including meters and printers.

We introduced the FM6124, the first F-RAM based event data recorder.  The
FM6124 is an integrated event monitoring solution that continuously monitors
state changes, stores them in the F-RAM, and alerts the system to the
changes. Like a programmable logic controller (PLC), the FM6124 features
simple device settings and data retrieval for easy system integration and a
shorter design-in cycle.

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We announced that a FM25L16, 16-kilobit (Kb) serial F-RAM memory device, has
been designed into Shanghai Welltech's smart pressure transmitters.  F-RAM
was selected to replace EEPROM in Welltech's new transmitters.  Intelligent
pressure transmitters have become increasingly popular because of the
complexity of today's process control applications in industries such as
chemicals, pharmaceuticals, power, water treatment, food processing.

We announced that UK-based Energy Optimizers Ltd., a designer and
manufacturer of ZigBee and Bluetooth smart energy saving devices, designed
the Company's FM25L512 512-kilobit (Kb) serial F-RAM memory device into its
series of Plogg(registered trademark) wireless energy management plugs.
F-RAM's NoDelay(trademark) writes, virtually unlimited endurance, and low
power provide fast and frequent data logging and storage for this smart power
meter that measures, monitors, and controls energy consumption at the point
of use - the appliance.  Measuring up to 13 different variables, the wireless
smart meter plugs evaluate how energy is being used, and enables the user to
reduce energy consumption and save money and the environment.

We qualified the FM24CL64, a 64-kilobit serial F-RAM, to Grade 3 automotive
specifications.  The FM24CL64 is part of our growing family of Grade 1
(+125C) and Grade 3 AEC-Q100-qualified automotive memory products.  The
FM24CL64 is already designed into advanced automotive audio platforms in
which F-RAM is used to record dynamic data quickly and frequently while
maintaining data integrity even upon sudden power loss.

We announced that Aewin Technologies Co., Ltd., a leading Taiwanese applied
industrial computing platform manufacturer, has designed our FM22L16
4-megabit (Mb) nonvolatile F-RAM memory into its Intel-based GA-2000 and
AMD-based GA-3000 gaming and high-definition multimedia PC boards.  The 4Mb
F-RAM - with its fast writes, high endurance, and low power - replaced
battery-backed SRAM (BBSRAM) in Aewin's gaming solution to provide data
integrity with a lower component count, less mechanical contact, higher
reliability, and higher security.  The GA-2000/3000 are full-featured,
all-in-one boards containing the CPU, system memory, F-RAM, solid-state disk
storage, I/O functions, and an audio amplifier to enable gaming or amusement
machines that consume little power and provide superior 2D/3D graphic
performance.

We announced the first device in a family of new F-RAM products that offer
high-speed read/write performance, low voltage operation, and optional device
features. The first device in the Ramtron V-Family of F-RAM products is the
FM25V10, a 1-megabit (Mb), 2.0 to 3.6-volt, serial peripheral interface (SPI)
nonvolatile RAM in an 8-pin SOIC package that features fast access,
NoDelay(trademark) writes, 1E14 read/write cycles, and low power consumption.
The FM25V10 is an ideal alternative to 1Mb serial Flash and serial EEPROM
memory in industrial control, metering, medical, automotive, military,
gaming, and computing applications, among others.

                                   Page-6
<PAGE>
We announced the second serial device in a family of new F-RAM products that
offer high-speed read/write performance, low voltage operation, and optional
device features. The FM25V05 is a 512-kilobit (Kb), 2.0 to 3.6-volt, serial
peripheral interface (SPI) nonvolatile RAM in an 8-pin SOIC package that
features fast access, NoDelay(trademark) writes, 1E14 read/write cycles, and
low power consumption.  The FM25V05 is an ideal alternative to serial Flash
and serial EEPROM memory in industrial control, metering, medical,
automotive, military, gaming, and computing applications, among others. In
addition to the 512Kb FM25V05, the recently announced 1-megabit FM25V10 is
also available.

We announced our first parallel device in a family of new parallel and serial
F-RAM products that offer higher-speed read/write performance, lower voltage
operation, and optional device features. The newest device in the Company's
V-Family of F-RAM products is the FM28V100, a 1-megabit (Mb), 2.0 to
3.6-volt, parallel nonvolatile RAM in a 32-pin TSOP-I package that features
fast access, NoDelay(trademark) writes, virtually unlimited read/write
cycles, and low power consumption.  The FM28V100 is an ideal upgrade from 1Mb
battery-backed SRAM in industrial control, metering, medical, automotive,
military, gaming, and computing applications, among others. In addition to
the FM28V100, Ramtron recently announced the 512Kb FM25V05 and 1Mb FM25V10
serial SPI V-Family products.  The FM28V100 provides an easy upgrade path for
battery-backed or NVSRAM users that want to eliminate batteries or external
capacitors from their systems.

FINANCIAL INFORMATION BY SEGMENT

Our 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.

2008 OVERVIEW OF BUSINESS

In 2008, we had direct product sales to over 400 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,
computing, 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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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 adverse environmental issues.

                                   Page-8
<PAGE>
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.

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.  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

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<PAGE>
system include temperature sensors, op amps, and regulators. This analog
circuitry operates in conjunction with digital devices such as memories and
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
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-11
<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. In 1999, the Company entered into a manufacturing agreement with
Fujitsu Limited for the supply of its F-RAM products.  The initial term of
the manufacturing agreement was five years with automatic one year renewals.
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.  In 2007, the
Company and Texas Instruments entered into a commercial manufacturing
agreement for F-RAM memory products.  The Company will provide design,

                                   Page-12
<PAGE>
testing and other activities associated with product development efforts, and
Texas Instruments will provide foundry services for a minimum period of two
years with one year automatic 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.  The manufacturing agreement with
Texas Instruments also contains obligations for us with respect to minimum
orders and negotiated pricing.

We believe that manufacturing capabilities and capacity for our existing
products, as well as those we may develop, will be readily available for the
foreseeable future.

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 85 United
States patents covering key aspects of our products and technology. These
patents will expire at various times between June 2009 and February 2025.
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 5 non-U.S. issued patents and have 4 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.

                                   Page-13
<PAGE>
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.

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 2008, 2007
and 2006, based upon product shipment destination, international sales
comprised approximately 86%, 86% and 85%, 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, 2008, approximately 57% of our
product sales were to our distributor network, while direct customers
accounted for approximately 43% of our revenue.

As of December 31, 2008, we employed 31 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, Singapore, Taiwan and
China.  We have distribution and/or manufacturers representative
relationships with approximately 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.

                                   Page-14
<PAGE>
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.

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, such as 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.

                                   Page-15
<PAGE>
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.

Research and development expenses were $11.9 million in 2008, $10.6 million
in 2007, and $9.9 million in 2006.  As of December 31, 2008, we had 43
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 122 employees, including 43 in research and
development, 33 in manufacturing, 31 in marketing and sales, and 15 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 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

                                   Page-16
<PAGE>
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.

Item 1A.  RISK FACTORS

As previously discussed, our actual results could differ materially from our
forward-looking statements. Factors that might cause or contribute to such
differences include, but are not limited to, those discussed below. These and
many other factors described in this report could adversely affect our
operations, performance and financial condition.

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, 2008, our accumulated deficit was $213 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, our
success in reducing manufacturing costs, while increasing our contract
manufacturing capacity, our ability to significantly increase sales of
existing products, and our success in introducing and profitably selling new
products.

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 pending 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.

                                   Page-17
<PAGE>
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.

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.

CATASTROPHIC EVENTS CAUSING SYSTEM FAILURES MAY DISRUPT OUR BUSINESS.

We are a highly automated business and rely on our network infrastructure and
enterprise applications, internal technology systems and our Web site for our
development, marketing, operational, support, hosted services and sales
activities. A disruption or failure of these systems in the event of a major
earthquake, fire, telecommunications failure, cyber-attack, war, terrorist
attack, or other catastrophic event could cause system interruptions,
reputational harm, delays in our product development, breaches of data
security and loss of critical data and could prevent us from fulfilling our
customers' orders.  We have developed certain disaster recovery plans and
certain backup systems to reduce the potentially adverse effect of such
events, but a catastrophic event that results in the destruction or
disruption of any of our data centers or our critical business or information
technology systems could severely affect our ability to conduct normal
business operations and, as a result, our future operating results could be
adversely affected.

                                   Page-18
<PAGE>
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 EMPLOYEES.

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.

GENERAL ECONOMIC TRENDS AND OTHER FACTORS, INCLUDING THE EFFECTS OF THE
RECENT WORLDWIDE CREDIT CRISIS, MAY NEGATIVELY AFFECT OUR BUSINESS.

The worldwide economic slowdown and tightening of credit in the financial
markets may impact the businesses of our customers, which could have an
adverse effect on our business, financial condition or results of operations.
Toward the end of 2008, we experienced a slowdown in overall order flow,
particularly from automotive customers as the production of high-end
navigation and entertainment systems softened.  We anticipate that this trend
may continue throughout 2009 as economic conditions tighten for semiconductor
products.

Adverse changes in general economic or political conditions in any of the
major countries in which we do business could adversely affect our operating
results.

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 or defects may result from the
manufacturing process employed by our foundries.  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.  However, we
rely on both in-house personnel and subcontractors to perform our testing.
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

                                   Page-19
<PAGE>
manufacture or operation or performance of our products.  These defects also
could cause us to incur significant re-engineering or production 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, cost of remediation, 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 or lost profits 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 and Texas Instruments to
manufacture our F-RAM products.  These foundry agreements may not be
renewed at the end of the contract term or negotiation of new contract terms
may not be acceptable and the engagement of other foundry services will
become necessary are may require capital investment and related cash funding.
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 slowdown in filling our orders due to seismic activity, other force
majeure events and other factors beyond our control, including increases in
the cost of the wafers we purchase from our foundries.  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.

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.

                                   Page-20
<PAGE>
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 a substantial portion 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.  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 such as Intersil Corporation, Maxim
Integrated 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, excluding customer-sponsored research and
development expenses, for the year ended December 31, 2008, was $11.9
million, or 19% of our total revenue for the year ended December 31, 2008.

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 positioned to
satisfy market demand than us. 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 or lower sale prices, or both,
than we currently anticipate, which would adversely affect our revenue and
gross profits. We cannot be certain that any products we may develop based on
new technologies or 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 develop and
have manufactured new 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>
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 portion 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 depends upon continuing relationships with significant
customers who, directly or indirectly, purchase significant quantities of our
products.  In 2008, approximately 48% of our product sales revenue was
generated by five major, direct sales and distributor, customers.  Any
reduction of product sales to our significant customers, without a
corresponding increase in revenue from existing and 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 in a timely manner 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, 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.

The majority of our revenue, expense and capital purchases are transacted in
U.S. dollars. We purchase wafers from Fujitsu in Japanese Yen and have
limited accounts payable transactions in Canadian dollars.  At this time, we
do not use financial derivatives to hedge our prices, therefore, we have some
exposure to foreign currency price fluctuations. However, payments
from Japanese customers provide yen currency for approximately 49% of our
wafer purchase costs.  We do not use financial derivatives to hedge our

                                   Page-23
<PAGE>
prices; therefore, we have some exposure to foreign currency price
fluctuations.  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.

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. 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.

Federal, state and local regulations impose various environmental controls on
the discharge of chemicals and gases used in the manufacturing processes of
our third-party 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.

                                   Page-24
<PAGE>
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.

IF OUR GOODWILL OR AMORTIZED INTANGIBLE ASSETS BECOME IMPAIRED WE MAY BE
REQUIRED TO RECORD A SIGNIFICANT CHARGE TO EARNINGS.

Under GAAP, we review the carrying value of our goodwill annually and
amortized intangible assets for impairment when events or changes in
circumstances indicate the carrying value may not be recoverable. Factors
that may be considered a change in circumstances indicating that the carrying
value of our goodwill or amortizable intangible assets may not be recoverable
include a decline in stock price and market capitalization, future cash
flows, and slower growth rates in our industry. We may be required to record
a significant charge to earnings in our financial statements during the
period in which any impairment of our goodwill or amortizable intangible
assets is determined, resulting in an impact on our results of operations.

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 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
      competitors' products on our sales;

   -  conditions or trends in the semiconductor memory products industry;

                                   Page-25
<PAGE>
   -  unexpected design or manufacturing difficulties;

   -  any announcement of potential design or manufacturing defects in our
      products;

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

   -  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.

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
stockholders.  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.

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.

Item 1B.  UNRESOLVED STAFF COMMENTS

None

                                   Page-26
<PAGE>
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
     Taiwan

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.

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.

                                   Page-27
<PAGE>
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 2008 and 2007 quarterly ranges of the high
and low closing sales prices for the common stock as reported on the Nasdaq
Global Market.

                                                      High         Low
                                                     ------       ------
2008
----
First Quarter  . . . . . . . . . . . . . . . . . .   $4.81        $3.54
Second Quarter . . . . . . . . . . . . . . . . . .   $4.57        $3.98
Third Quarter  . . . . . . . . . . . . . . . . . .   $4.29        $2.75
Fourth Quarter . . . . . . . . . . . . . . . . . .   $2.60        $1.42

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

RECORD HOLDERS

As of January 29, 2009, there were approximately 1,078 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.

                                   Page-28
<PAGE>
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. 30,  Dec. 29,  Dec. 31   Dec. 31
                               2004      2005      2006      2007      2008
                             --------  --------  --------  --------  --------

Ramtron              $100    $152.67    $ 77.48   $142.37   $164.12   $70.23

S&P Electronics
  (Semiconductors)
  Industry Index      100      79.11      88.73     80.82     90.50    49.11

S&P Composite Index   100     110.88     116.33    134.70    142.10    89.53

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.

                                        Year Ended December 31,
                               2008      2007      2006      2005      2004
                             --------  --------  --------  --------  --------
                                 (in thousands, except per share data)

Revenue                      $63,554   $51,094   $40,481   $34,392   $39,494
Gross margin, product
   sales                      32,518    25,983    20,657    15,789    20,032
Income (loss) from
  continuing operations        3,660     9,891       457    (2,642)    3,457
Income (loss) from
  discontinued operations         --        --        --    (3,849)      145
Net income (loss) applicable
  to common shares             3,660     9,891       457    (6,491)    3,602
Earnings (loss) per share from
  continuing operations:
     - basic                 $  0.14   $  0.39   $  0.02   $ (0.11)   $ 0.15
     - diluted               $  0.13   $  0.37   $  0.02   $ (0.11)   $ 0.14
Earnings (loss) per
  share - basic              $  0.14   $  0.39   $  0.02   $ (0.28)   $ 0.16
Earnings (loss) per
  share - diluted            $  0.13   $  0.37   $  0.02   $ (0.28)   $ 0.15

                                   Page-29
<PAGE>
Working capital               23,454    15,162    11,242    10,133    16,319
Total assets                  52,004    46,526    32,457    32,816    33,653
Total long-term debt           4,577     4,894     5,859     7,137     4,914
Stockholders' equity          37,130    31,205    17,072    14,494    15,192
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.

                      CRITICAL ACCOUNTING POLICIES

SIGNIFICANT 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 and
sales returns and allowances, 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 and operating results.

Results for the quarter ended December 31, 2008 included a charge of $815,000
against cost of product sales as an estimate of a loss contingency to cover
anticipated customer warranty and associated costs arising from previously
announced in-field failures of one of our products.  This charge represents
an amount within a range of a potential warranty claim that can be reasonably
estimated with currently available information. We continue to work with the
customer to determine the amount of the customer's losses for which we might
be liable.  Future estimates and the final amount of the charge could change
depending on various factors, including, among others, a change in
contemplated remediation actions, the Company's potential to be liable for
any of the customer's consequential losses, changes in the estimated time to
complete remediation, and laws governing warranty and remediation

                                   Page-30
<PAGE>
requirements.  Therefore, the estimated cost of the charge could be
materially different than the estimated cost of the Company has recorded in
the December 31, 2008 financial statements.

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/SCRAP. We write-down our inventory, with a resulting
increase in our scrap expense, 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 AND RETURNS. 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 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.

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.

                                   Page-31
<PAGE>
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
carryforwards.   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 carryforwards. A valuation allowance is
provided to the extent that management deems it more likely than not that the
net deferred tax assets will not be realized. The amount of deferred tax
assets considered realizable is subject to adjustment 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.

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 assets and 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 we will
realize the benefits of these deductible differences. The amount of the
deferred tax assets 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
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.

                                   Page-32
<PAGE>
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 October 31, 2008, 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 upon historical data.  Securities and Exchange Commission Staff
Accounting Bulletin No. 110, issued in December 2007, permits certain
companies to use the "simplified" method for estimating the term of "plain
vanilla" share options granted under specified conditions.  We use this
method to estimate our expected term of options granted.  All of these
variables have an effect on the estimated fair value of our share-based
awards.

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.

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.

                                   Page-33
<PAGE>
In 2008, we introduced 9 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, 2008 was $63.6 million.
In 2008, 98% of our revenue was derived from sales of our products and 2% of
our revenue was derived from customer-sponsored research and development
programs and royalties.

FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED DECEMBER 31, 2008

  -  Total revenue in 2008 was $63.6 million, an increase of 24% from $51.1
     million in 2007.

  -  Total product revenue in 2008 was $62.1 million, an increase of 26% from
     $49.4 million in 2007.

  -  Integrated product revenue in 2008 was $17.9 million, an increase of
     143% from $7.4 million in 2007.

  -  Product gross margin in 2008 was 52%, compared to 53% in 2007.

  -  A charge of $815,000 was recorded in the quarter ended December 31, 2008
     against cost of product sales as an estimate of a loss contingency to
     cover anticipated customer warranty and associated costs arising from
     in-field failures of one of our products.  This charge represents an
     amount within a range of a potential warranty claim that can be
     reasonably estimated with currently available information. Future
     estimates of this contingency and the final amount of the charge are
     subject to change.

  -  The Company reversed all previously recognized expense for previously
     issued performance-based restricted stock awards totaling $892,000 in
     2008 and does not expect to accrue any further expense.

  -  By region, sales in 2008 were as follows: Asia Pacific (28% of sales),
     Americas (30% of sales), Japan (16% of sales), and Europe (26% of
     sales).  These sales are based on the location of the design program
     that uses the Company's device.

2009 FINANCIAL OUTLOOK

The following statements are based on the Company's current expectations of
results for full-year 2009. These statements are forward looking, and actual
results may differ materially from those set forth in these statements.
Ramtron intends to continue its policy of not updating forward-looking
statements other than in publicly available documents, even if experience or
future changes show that anticipated results or events will not be realized.

                                   Page-34
<PAGE>
For the full-year 2009, excluding any potential charges related to the
product defect issue, management currently projects:

  -  Total revenue comparable to 2008 full-year revenue of $63.5 million.

  -  The full-year total revenue projection represents management's best
     estimate based on current visibility and inputs from the Company's sales
     organization; however, external economic factors may cause management to
     reevaluate its projections during the year.

  -  Gross margin of 53% to 55%.

  -  Non-product revenue of approximately $1.2 million.

  -  Total operating expenses to be approximately 46% 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 23% to 24% of total revenue, and general and
     administrative to be 10% of total revenue.

  -  Net income between 2.5% and 4.5% of total revenue.

  -  Stock-based compensation expense of approximately $1.4 million.

  -  We expect to record tax expense approximating 40% of net income before
     income taxes.  We do not expect to release any further valuation
     allowance associated with our deferred tax assets during 2009, if not,
     we would record a corresponding tax benefit.

2009 BUSINESS OUTLOOK
---------------------

During 2009 management plans to:

  -  Focus the Company's product development efforts on integrated products.

  -  Expand the Company's F-RAM V-Family to include two-wire serial parts and
     additional densities and interfaces.

  -  Develop new automotive grade products, including a specially qualified
     versions of the Company's state saver products.

  -  Introduce a new class of RFID tag silicon that capitalizes on the
     capabilities of the Company's F-RAM technology.

  -  Take substantive action to reduce cost of our products to increase the
     Company's market opportunities.  These actions may include the re-
     design or optimization of selected products or seeking lower cost
     foundry capacity.

                                   Page-35
<PAGE>
Estimates and the final amount of charges related to the previously announced
in-field failures of one of our products could change depending on various
factors, including, among others, a change in contemplated remediation
actions, the Company's potential to be liable for any of the customer's
consequential losses, changes in the estimated time to complete remediation,
and laws governing warranty and remediation requirements.  Future estimates
of this contingency and the final amount of the charge are subject to change.

We have started loan negotiations and renewal negotiations of our revolving
security credit facility with Silicon Valley Bank, which will provide us
access to funds that may be needed for future capital expenditures or working
capital.  We have no assurance that the loan or revolving credit facility
will be renewed or that the terms will be acceptable us the Company.

                     RESULTS OF OPERATIONS FOR THE YEAR ENDED
                DECEMBER 31, 2008 AS COMPARED TO DECEMBER 31, 2007
                                       and
                DECEMBER 31, 2007 AS COMPARED TO DECEMBER 31, 2006
-----------------------------------------------------------------------------

Revenue
=======
                                      December 31,         December 31,
                                   ------------------   ------------------
                                    2008       2007      2007       2006
                                   -------    -------   -------    -------
                                 (in thousands, except average selling price)

Product sales                      $62,101    $49,422   $49,422    $39,095
% change compared to prior period         +26%                 +26%

Units shipped                       87,927     54,068    54,068     44,743
% change compared to prior period         +63%                 +21%

Average selling price               $0.71      $0.91     $0.91      $0.87
% change compared to prior period         -22%                  +5%

Other revenue                      $ 1,453    $ 1,672   $ 1,672    $ 1,386
% change compared to prior period         -13%                 +20%

Total revenue                      $63,554    $51,094   $51,094    $40,481
% change compared to prior period         +24%                 +26%

2008 TO 2007:
------------

Product revenue for the year ended December 31, 2008 reflects a strong year
both in terms of units shipped and revenue growth.  Units shipped increased
by 33.9 million or 63%, compared to the prior year.  Average selling price
decreased $0.20, or 22%, from 2007 to 2008.  This decrease was due primarily
to increased sales of custom products that had lower selling prices.
However, margin contribution from these products was similar to overall
corporate margin levels.  Product revenue was $62.1 million in 2008, which
was an increase of $12.7 million from 2007.  This increase was due primarily
to new product introductions and a broadening of our customer base.

                                   Page-36
<PAGE>
Other revenue, consisting of license and development fees, royalty income and
customer-sponsored research and development was $1.5 million in 2008, which
was a decrease of $200,000 from 2007.  This decrease was due primarily to
reduced customer-sponsored research and development fees.

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

The Company had a very strong year both in terms of units shipped and
revenue.  Our product revenue for the year ended December 31, 2007 was $49.4
million, which was an increase of $10.3 million from 2006.  The product
revenue increase was driven by a 21% increase in unit shipments combined with
a 5% increase in the average selling price.

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

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

                                         December 31,         December 31,
                                      ------------------   ------------------
                                       2008       2007      2007       2006
                                      -------    -------   -------    -------
                                                  (in thousands)

Cost of product sales                 $29,583    $23,439  $23,439    $18,438
Gross margin percentage                   52%        53%       53%       53%

2008 TO 2007:
------------

Cost of product sales was $29.6 million in 2008, which was an increase of
$6.1 million from 2007.  This increase was due to a $12.7 million increase in
product sales combined with an $815,000 charge to costs of sales relating to
a provision for loss contingency.  The estimated provision for loss
contingency was the primary reason for the 1% decrease in our gross margin
percentage from the prior year.

Average selling price decreased 22% from 2007 to 2008.  This decrease was due
primarily to increased sales of custom products that had lower selling
prices.  However, margin contribution from these products was similar to
overall corporate historical margin levels.

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

Cost of product sales was $23.4 million, which was an increase of $5 million
from 2006.  This increase was due primarily to increased product sales of
$10.3 million.  Our gross margin percentage remained the same for both years
at 53%.

                                   Page-37
<PAGE>
Research and Development Expense
================================

                                         December 31,         December 31,
                                      ------------------   ------------------
                                       2008       2007      2007       2006
                                      -------    -------   -------    -------
                                                  (in thousands)

Combined research and development
  expense                             $11,959    $10,837   $10,837    $9,885
Percent of total revenue                  19%       21%       21%        24%

2008 TO 2007:
------------

Combined research and development expenses, which includes research and
development and customer-sponsored research and development, was $12 million
in 2008 or an increase of $1.1 million from 2007.  This increase was due
primarily to increased compensation expense of $800,000 for increased
headcount for integrated circuit design.  Also contributing to the increase
was $300,000 increase in contract engineering personnel fees.  These
increases were offset by a decrease in engineering material costs of $200,000
from the prior year. Research and development expense as a percentage of
total revenue decreased by 2% from the prior year.

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

Combined research and development expenses was $10.8 million in 2007, which
was an increase of $1 million from 2006.  This increase was due primarily to
increased salaries for additional headcount, increased expenses for masks and
wafers associated with our 4-megabit product project, and increased stock-
based compensation expense.

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

                                         December 31,         December 31,
                                      ------------------   ------------------
                                       2008       2007      2007       2006
                                      -------    -------   -------    -------
                                                  (in thousands)

General and administrative expense    $6,578     $7,053    $7,053     $5,149
Percent of total revenue                10%        14%       14%        13%

2008 TO 2007:
------------

General and administrative expenses was $6.6 million in 2008, which was a
decrease of $500,000 from 2007.  This decrease was due primarily to a
reduction in stock-based compensation of $900,000, which resulted from the

                                   Page-38
<PAGE>
adjustment of our management performance-based restricted stock award
accrual.  This adjustment is further described in Part II. Item 8. Financial
Statements and Supplementary Data - Note 3 of the Notes to Consolidated
Financial Statements.  This decrease was offset by increased outside service
fees of $600,000 from the prior year, primarily relating to legal fees.
General and administrative expenses as a percentage of total revenue was $10%
in 2008, which was a decrease of 4% from 2007.

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

General and administrative expenses was $7 million in 2007, which was an
increase of $1.9 million from 2006.  This increase was due primarily to
stock-based compensation expense and management bonus expense.

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

                                         December 31,         December 31,
                                      ------------------   ------------------
                                       2008       2007      2007       2006
                                      -------    -------   -------    -------
                                                  (in thousands)

Sales and marketing expense           $8,804     $7,005    $7,005     $6,034
Percent of total revenue                14%        14%       14%       15%

2008 TO 2007:
------------

Sales and marketing expense was $8.8 million in 2008, which was an increase
of $1.8 million from 2007.  This increase was due primarily to an increase in
internal sales commissions of $200,000, and an increase in travel expenses of
$400,000.  The increased sales in 2008 also increased the representative
commission fees $600,000 from 2007.  Also contributing to the increase from
2007 was an increase in trade show and promotion expenses of $200,000.  Sales
and marketing expense as a percentage of total revenue was 14%, the same as
2007.

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

Sales and marketing expenses was $7 million in 2007, which was an increase of
$1 million from 2007.  This increase was due primarily to increased internal
sales and sales representative commissions and travel and stock-based
compensation expense.

                                   Page-39
<PAGE>
Other Non-Operating Income (Expenses)
=====================================

                                         December 31,         December 31,
                                      ------------------   ------------------
                                       2008       2007      2007       2006
                                      -------    -------   -------    -------
                                                  (in thousands)

Interest expense                      $ (368)    $ (495)   $ (495)    $ (612)
Other income (expense)                  (358)       148       148        154
Income tax (provision) benefit        (2,244)     7,478     7,478        (60)

2008 TO 2007:
------------

Interest expense was $368,000 in 2008, which was a decrease of $127,000 from
2007.  This decrease was due primarily to lower debt outstanding in 2008 from
2007.

Other income (expense) changed $506,000 from 2007 to 2008.  This change,
which was a net expense increase, was due to an increase in foreign exchange
transaction losses of $488,000 from 2007.

During 2008, the Company recorded a tax provision approximating 38% of pre-
tax income and reduced the deferred tax asset that was recorded in 2007.
During the quarter ended December 31, 2007, the Company 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 tax
assets.

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

Other interest expense was $495,000 in 2007, which was a decrease of $100,000
from 2006.  This decrease was due primarily to lower average principle
outstanding on our promissory notes combined with lower interest rates
associated with our term loan.

For the year ended December 31, 2006, we recorded an income tax provision of
$60,000 for alternative minimum tax.  During the quarter ended December 31,
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 a tax expense of about
38.5% of net income and reduce the deferred tax asset an amount equal to the
provision.

                                   Page-40
<PAGE>
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, 2008 and 2007, are summarized as follows:

                                                  2008          2007
                                                --------      --------
                                                    (in thousands)
Cash provided by (used for):

   Operating activities                         $ 4,188       $ 4,835
   Investing activities                          (2,637)       (1,710)
   Financing activities                           1,555          (604)
   Effect of exchange rate changes on cash          (34)            2
                                                --------      --------
Net increase in cash and cash equivalents       $ 3,072       $ 2,523
                                                ========      ========

Cash provided by operating activities was $4.2 million in 2008, which was a
decrease of $600,000 from 2007.  This decrease was due primarily to an
increase in our inventory year-over-year of $3.4 million, combined with a
reduction in net income of $6.2 million and a smaller increase in accounts
payable and accrued liabilities of $1.3 million from 2007.  Offsetting the
above was a change in deferred tax assets of $9.7 million.

Cash used for investing activities was $2.6 million in 2008, which was an
increase of $900,000 from 2007.  This increase was due primarily to increased
expenditures relating to property, plant and equipment.

Cash provided by financing activities was $1.6 million in 2008, which was an
increase of $2.2 million from 2007.  This increase was due primarily to
receipt of $1.6 million for the issuance of common stock for exercised
options and warrants combined with a reduction in principal payments of debt
of $300,000.

Liquidity
---------

We had $9.9 million in cash and cash equivalents at December 31, 2008,
including $8.1 million in our money market account.  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 the revolving secured credit facility available to us
through March 27, 2009.  We have no assurance that the revolving credit
facility will be renewed or that the terms will be acceptable us the Company.
As of December 31, 2008, no balance was outstanding on the revolving credit
facility.  We believe we have sufficient resources to fund operations through
at least the end of 2009.

                                   Page-41
<PAGE>
If 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 or convertible
securities 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, which provides for a $4 million revolving secured credit
facility.  The revolving secured credit facility was renewed on March 28,
2007 and has a term of two years.  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% per year and a commitment fee of $3,750 per
quarter. At December 31, 2008, the interest rate was 6%.  As of December 31,
2008, no balance was outstanding on the revolving facility.  Security for the
loan agreement includes all assets except for real estate. In addition, we
entered into an intellectual property security agreement with 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.  We were in compliance with all of debt
covenants as of December 31, 2008.

We have started loan negotiations and renewal negotiations of our revolving
security credit facility with Silicon Valley Bank, which will provide us
access to funds that may be needed for future capital expenditures or working
capital.  We have no assurance that the loan or revolving credit facility
will be renewed or that the terms will be acceptable us the Company.

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 $4.2
million, with a maturity date of January 1, 2016, bearing interest at 6.17%.
As of December 31, 2008, approximately $3.9 million was outstanding on the
mortgage loan facility.  Ramtron LLC also entered into an agreement for the
benefit of American National Insurance Company granting it a mortgage over
real estate as collateral for the mortgage loan facility.

We continue to investigate the benefit of leasing the portion of our
headquarters that we do not currently use.

Contractual Obligations and Commercial Commitments. At December 31, 2008, our
commitments under our contractual obligations and commercial commitments were
as follows:

                                   Page-42
<PAGE>
                                                             After
                      2009    2010    2011    2012    2013    2013    Total
                    -------  ------  ------  ------  ------  ------  -------
                                      (in thousands)

Long-term debt(1)   $  617   $  616  $  616  $  616  $  616  $3,489  $ 6,570
Operating leases       606      607     474      55      14      --    1,756
Purchase
  obligations(2)     4,852       --      --      --      --      --    4,852
                    -------  ------  ------  ------  ------  ------  -------
  Total             $6,075   $1,223  $1,090  $  671  $  630  $3,489  $13,178
                    =======  ======  ======  ======  ======  ======  =======
----------

(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 invest 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 of approximately $20,000 of
decreased interest income on our financial position, results of operations
and cash flows.  If the yen strengthens against the dollar by 10%, the
Company could have foreign currency transaction losses up to $1 million.

                                   Page-43
<PAGE>
The interest rate on our current revolving line of credit is set as a
floating rate equal to the prime lending rate plus 0.5% per year, with a
minimum interest rate of 6%.  If we would borrow $4 million, the current
credit limit, a 10% move in the interest rate over a one-year period would
have an immaterial effect of approximately $24,000 of decreased interest
income 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 49% 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.  We will continue to evaluate during 2009 the decision not to
engage in currency hedging and may adjust our policy if deemed warranted.

Interest payable on the Company's mortgage note is fixed at 6.17% over the
term of the loan.

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 sheets of Ramtron
International Corporation and subsidiaries (the "Company") as of December 31,
2008 and 2007, and the related consolidated statements of operations and
comprehensive income, stockholders' equity and cash flows for the years then
ended. We also have audited the Company's internal control over financial
reporting as of December 31, 2008, 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

                                   Page-44
<PAGE>
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
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 and subsidiaries as of December 31, 2008 and 2007,
and the results of their operations and their 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, 2008, based on criteria established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission.

/s/ Ehrhardt Keefe Steiner & Hottman PC
---------------------------------------
Ehrhardt Keefe Steiner & Hottman PC
January 29, 2009
Denver, Colorado

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

The Board of Directors and stockholders
Ramtron International Corporation:

We have audited the accompanying consolidated statements of operations and
comprehensive income, stockholders' equity, and cash flows for the year 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of Ramtron International
Corporation's operations and comprehensive income and their cash flows for the
year 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, 2008 and 2007
                       (in thousands, except share data)
                                 -------------
                                                          2008        2007
                                                        --------    --------
     ASSETS
Current assets:
   Cash and cash equivalents                            $  9,900    $  6,828
   Accounts receivable, less allowances
     of $811 and $384, respectively                       11,274       9,490
   Inventories                                             9,992       6,342
   Deferred income taxes, net                                266         286
   Other current assets                                    1,110         789
                                                        ---------   ---------
      Total current assets                                32,542      23,735

Property, plant and equipment, net                         5,635       4,987
Goodwill, net                                              1,971       2,311
Intangible assets, net                                     6,470       7,963
Deferred income taxes, net                                 5,174       7,300
Other assets                                                 212         230
                                                        ---------   ---------
      Total assets                                      $ 52,004    $ 46,526
                                                        =========   =========
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                     $  4,930    $  4,168
   Accrued liabilities                                     3,131       2,416
   Deferred revenue                                          645         949
   Current portion of long-term promissory notes             382       1,040
                                                        ---------   ---------
      Total current liabilities                            9,088       8,573

Deferred revenue                                           1,209       1,854
Long-term promissory notes                                 4,577       4,894
                                                        ---------   ---------
      Total liabilities                                   14,874      15,321
                                                        ---------   ---------
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: 27,687,927 and 26,184,085 shares
     issued, respectively and 27,687,927 and
     26,124,869 shares outstanding, respectively             275         262
   Less:  Treasury stock of 0 and 59,216 at cost              --        (241)
   Additional paid-in capital                            249,875     246,513
   Accumulated other comprehensive income (loss)             (50)      1,301
   Accumulated deficit                                  (212,970)   (216,630)
                                                        ---------   ---------
      Total stockholders' equity                          37,130      31,205
                                                        ---------   ---------
      Commitments and contingencies (Notes 6, 7 and 14)
      Total liabilities and stockholders' equity        $ 52,004    $ 46,526
                                                        =========   =========
See accompanying notes to consolidated financial statements.

                                    Page F-1
<PAGE>
                       RAMTRON INTERNATIONAL CORPORATION
       CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
              For the years ended December 31, 2008, 2007 and 2006
                    (in thousands, except per share amounts)
                                 -------------
                                                2008       2007       2006
                                              --------   --------   --------
Revenue:
   Product sales, net                         $ 62,101   $ 49,422   $ 39,095
   License and development fees                    717        717        717
   Royalties                                       646        625        669
   Customer-sponsored research and development      90        330         --
                                              ---------  ---------  ---------
                                                63,554     51,094     40,481
                                              ---------  ---------  ---------
Costs and expenses:
   Cost of product sales                        28,768     23,439     18,438
   Provision for loss contingency(see Note 14)     815         --         --
   Research and development                     11,912     10,573      9,885
   Customer-sponsored research and development      47        264         --
   General and administrative                    6,578      7,053      5,149
   Sales and marketing                           8,804      7,005      6,034
                                              ---------  ---------  ---------
                                                56,924     48,334     39,506
                                              ---------  ---------  ---------
Operating income                                 6,630      2,760        975
Interest expense                                  (368)      (495)      (612)
Other income (expense), net                       (358)       148        154
                                              ---------  ---------  ---------
Income from operations before income
   tax provision                                 5,904      2,413        517
Income tax benefit (provision)                  (2,244)     7,478        (60)
                                              ---------  ---------  ---------
Net income                                       3,660      9,891        457
                                              =========  =========  =========
Other comprehensive income (expense):
  Foreign currency translation adjustments    $ (1,351)  $  1,165   $     21
                                              ---------  ---------  ---------
      Comprehensive income                    $  2,309   $ 11,056   $    478
                                              =========  =========  =========
Operating income earnings per share:
  Basic                                       $   0.14   $   0.39   $   0.02
                                              =========  =========  =========
  Diluted                                     $   0.13   $   0.37   $   0.02
                                              =========  =========  =========
Weighted average shares outstanding:
   Basic                                        26,353     25,124     24,478
                                              =========  =========  =========
   Diluted                                      27,551     26,403     24,957
                                              =========  =========  =========

See accompanying notes to consolidated financial statements.

                                   Page F-2
<PAGE>
<TABLE>
<CAPTION>
                                           RAMTRON INTERNATIONAL CORPORATION
                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  For the years ended December 31, 2008, 2007 and 2006
                                        (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, 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
Exercise of options                          143      1       --            306          --             --           307
Exercise of warrants                       1,153     10       --          2,304          --             --         2,314
Repurchases of common stock                  (15)            (55)                                                    (55)
Common stock issued from treasury                            296           (267)                                      29
Stock-based compensation expense              --     --       --          1,021          --             --         1,021
Issuance of restricted stock                 282      2       --             (2)         --             --            --
Cumulative foreign currency
  translation adjustments                     --     --       --             --      (1,351)            --        (1,351)
Net income                                    --     --       --             --          --          3,660         3,660
                                         -------------------------------------------------------------------------------
Balances, December 31, 2008               27,688   $275       --       $249,875      $  (50)     $(212,970)      $37,130
                                         ===============================================================================

See accompanying notes to consolidated financial statements.
</TABLE>
                                   Page F-3
<PAGE>
                       RAMTRON INTERNATIONAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2008, 2007 and 2006
                                (in thousands)
                                --------------
                                                 2008       2007      2006
                                               --------   --------  --------
Cash flows from operating activities:
   Net income                                  $ 3,660    $ 9,891    $   457
   Adjustments used to reconcile net income
    to net cash  provided by operating
    activities:
     Depreciation and amortization               2,462      2,156      1,998
     Stock-based compensation                    1,021      2,315        995
     Deferred income taxes                       2,146     (7,586)        --
     Imputed interest on note payable               65         75         85
     Loss on abandonment of patents                 43         37         78
     Loss on disposition of equipment               --          7         --
     Provision for inventory write-off             442        314        340
   Changes in assets and liabilities:
     Accounts receivable                        (1,784)    (2,307)      (949)
     Inventories                                (4,092)      (650)       772
     Accounts payable and accrued liabilities      662      1,973       (248)
     Product warranty liability                    815         --         --
     Deferred revenue                             (949)    (1,017)    (1,086)
     Other                                        (303)      (373)       423
                                              ---------  ---------  ---------
       Net cash provided by operating
          Activities                             4,188      4,835      2,865
                                              ---------  ---------  ---------
Cash flows from investing activities:
   Purchase of property, plant and equipment    (2,608)    (1,641)    (1,554)
   Payments for intellectual property              (29)       (69)       (97)
                                              ---------  ---------  ---------
       Net cash used in investing
         activities                             (2,637)    (1,710)    (1,651)
                                              ---------  ---------  ---------
Cash flows from financing activities:
   Net purchases of treasury stock                 (55)      (241)        --
   Principal payments on promissory notes       (1,040)    (1,366)    (1,351)
   Issuance of common stock, related to
     options and warrants                        2,650      1,003      1,105
                                              ---------  ---------  ---------
       Net cash (used in) provided by
         financing activities                    1,555       (604)      (246)
                                              ---------  ---------  ---------
Effect of foreign currency                         (34)         2         (8)
Net increase in cash and cash equivalents        3,072       2,523        960
                                              ---------  ---------  ---------
Cash and cash equivalents, beginning of year     6,828      4,305      3,345
                                              ---------  ---------  ---------
Cash and cash equivalents, end of year        $  9,900   $  6,828   $  4,305
                                              =========  =========  =========

See accompanying notes to consolidated financial statements.

                                   Page F-4
<PAGE>
                        RAMTRON INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       December 31, 2008, 2007 and 2006
                           ------------------------

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, 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 products. This has enabled a new class of
products that addresses the growing market need for more efficient and cost
effective semiconductor products.

Our revenue is derived from the sale of our 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, automobiles, electronics,
telecommunications, disk array controllers, and industrial control devices,
among others.

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; product liability accruals; and
valuation of share-based payment arrangements.  When no estimate in a given
range is deemed to be better than any other when estimating contingent
liabilities, the low end of the range is accrued.  Actual results could
differ from those estimates.

                                   Page F-5
<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.),
Ramtron UK Limited, Ramtron Asia Ltd., and Ramtron Asia Pte. 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.

ACCOUNTS RECEIVABLE.  Accounts receivable consists of amounts billed and
currently due from customers.  The Company extends credit to customers in the
normal course of business and maintains an allowance for bad debts and an
allowance for returns and discounts.  The bad debt allowance is based upon
specific customer collection issues.  The allowance for returns and discounts
is based primarily on historical experience.

INVENTORIES. Inventories are stated at the lower of cost or market value.
Cost is determined using average costs.  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 11 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.

                                   Page F-6
<PAGE>
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
October 31, 2008, and determined that no impairments existed at that date.
Intangible assets are recorded at cost and are amortized on a straight-line
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 are primarily the cost of acquiring 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, 2008 and 2007:

                                     2008       2007
                                    ------     ------
                                      (in thousands)

Compensation related                $1,853     $2,036
Product liability warranty             815         --
Other                                  463        380
                                    ------     ------
Total                               $3,131     $2,416
                                    ======     ======

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.

                                   Page F-7
<PAGE>
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.

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

SHIPPING AND HANDLING FEES AND COSTS.  The majority of the Company's
customers pay their freight charges.  Freight charges billed are offset
against selling expenses; the category where the freight expenses are
charged.  These charges are immaterial.

WARRANTY COSTS.  We make periodic provisions for expected warranty costs.
Historically warranty costs have been insignificant.

ADVERTISING.  The Company expenses advertising costs as incurred.
Advertising expenses for the years ended December 31, 2008, 2007 and 2006
were $246,000, $343,000, and $231,000, 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, 2008, 2007 and 2006:

                                                       December 31,
                                              -------------------------------
                                                 2008       2007      2006
                                              ---------  ---------  ---------
                                                 (in thousands, except per
                                                       share amounts)

Net income applicable to common shares        $  3,660   $  9,891   $    457
                                              =========  =========  =========

                                   Page F-8
<PAGE>
Common and common equivalent
  shares outstanding:

    Historical common shares outstanding
    at beginning of year (not including
    unreleased restricted stock)                25,469     24,838     24,388

    Weighted average common equivalent
    shares issued during year                      884        286         90
                                              ---------  ---------  ---------
    Weighted average common shares-basic        26,353     25,124     24,478
    Weighted average common equivalent
      shares outstanding during year             1,198      1,279        479
                                              ---------  ---------  ---------
    Weighted average common shares-diluted      27,551     26,403     24,957
                                              =========  =========  =========

Net income per basic share                    $   0.14   $   0.39   $   0.02
                                              =========  =========  =========
Net income per diluted share                  $   0.13   $   0.37   $   0.02
                                              =========  =========  =========

For the years ended December 31, 2008, 2007 and 2006, 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 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,
                                       -------------------------------
                                          2008       2007       2006
                                       ---------  ---------  ---------
                                                (in thousands)

Warrants                                     --         --      1,425
Options                                   3,077      3,141      5,028
Restricted stock                            575        575        270

STOCK-BASED COMPENSATION.  At December 31, 2008, the Company had three stock-
based compensation plans, which are more fully described in Note 8 of these
Notes of Consolidated Financial Statements below.

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.

                                   Page F-9
<PAGE>
The Company granted restricted stock awards with a vesting period of one
month to three years and a condition of service.  The Company also granted
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 also granted restricted stock units,
restricted by a service condition and a vesting period of three years.  The
units vest in three equal annual installments, commencing on the anniversary
date of the grant. One unit equals one share of stock upon vesting, and the
units have a contractual term of ten years.  Restricted stock units 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.

TREASURY STOCK.  The Company uses the cost method when it acquires stock for
treasury.

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 $5,015,000, $5,614,000 and $6,329,000 as of December 31,
2008, 2007 and 2006, respectively, using a discounted cash flow approach.
See Note 6 above for the related carrying value of these notes.

NEW ACCOUNTING STANDARDS.  Effective January 1, 2008, the beginning of the
Company's 2008 fiscal year, we adopted Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements" ("SFAS No. 157"), which defines
fair value, establishes a framework for measuring fair value in accordance
with generally accepted accounting principles, and expands disclosure about
fair value measurements.  SFAS No. 157 establishes a fair value hierarchy
that prioritizes the inputs used to measure fair value.  The hierarchy gives
the highest priority ("Level 1") to unadjusted quoted prices in active
markets for identical assets and liabilities, and gives the lowest priority
("Level 3") to unobservable inputs.  The adoption of SFAS No. 157 did not
have a significant effect on the Company's consolidated financial statements.

                                   Page F-10
<PAGE>
Also, effective January 1, 2008, the Company adopted Financial Accounting
Standards No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities, including an amendment of FASB Statement No. 115" ("SFAS No.
159").  SFAS No. 159 expands the use of fair value measurement by permitting
entities to choose to measure many financial instruments and certain other
items at fair value that are not currently required to be measured at fair
value.  We did not elect the fair value option for any of our financial
assets or liabilities.

In June 2008, the FASB issued EITF Issue 07-5 ("EITF 07-5"), Determining
whether an Instrument (or Embedded Feature) is indexed to an Entity's Own
Stock.  EITF No. 07-5 is effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those
fiscal years.  Early application is not permitted.  Paragraph 11(a) of SFAS
No. 133 - Accounting for Derivatives and Hedging Activities, specifies that a
contract that would otherwise meet the definition of a derivative but is both
(a) indexed to the Company's own stock and (b) classified in stockholders'
equity in the statement of financial position would not be considered a
derivative financial instrument.  EITF 07-5 provides a new two-step model to
be applied in determining whether a financial instrument or an embedded
feature is indexed to an issuer's own stock and thus able to qualify for the
SFAS No. 133 paragraph 11(a) scope exception.  The adoption of EITF 07-5 is
not anticipated to materially impact the Company's consolidated financial
statements.

In December 2007, the Financial Accounting Standards Board ("FASB") released
Statement of Financial Accounting Standards No. 141(R), "Business
Combinations" ("SFAS No. 141(R)"), to establish accounting and reporting
standards to improve the relevance, comparability and transparency of
financial information that an acquirer would provide in its consolidated
financial statements from a business combination.  SFAS No. 141(R) is
effective for fiscal years beginning after December 15, 2008 and should be
applied prospectively for all business combinations entered into after the
date of adoption.  The adoption of the provisions of SFAS No. 141(R) is not
anticipated to materially impact the Company's consolidated financial
statements.

In December 2007, the FASB also released Statement of Financial Accounting
Standards No. 160, "Noncontrolling Interests in Consolidated Financial
Statements, including an amendment of Accounting Research Bulletin No. 51"
("SFAS No. 160"), to improve the relevance, comparability and transparency of
the financial information that a reporting entity provides in its
consolidated financial statements by establishing accounting and reporting
standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary.  SFAS No. 160 is effective for fiscal years
after December 15, 2008.  The adoption of the provisions of SFAS No. 160 is
not anticipated to materially impact the Company's consolidated financial
statements.

                                   Page F-11
<PAGE>
NOTE 2.  CHANGE IN ESTIMATE

During the quarter ended December 31, 2008, the Company further adjusted its
estimate relating to the total compensation charge for the management
performance based challenge awards.  The awards represented 575,000 shares
relating to a performance condition of satisfying both a minimum sales goal
and a minimum percentage of sales by December 31, 2009.  The Company reversed
all prior accruals and does not expect to accrue any further expense for this
performance-based restricted stock award.  This adjustment was due to the
current estimate that the Company will not meet the minimum net income target
compared to the target net income for the year ending December 31, 2009
required for any portion of the award to vest.  Based upon the revised
estimate, the Company made a cumulative adjustment of $669,000 in the quarter
ended December 31, 2008.  The effect of this adjustment was to reduce expense
as follows:

                                                         2008
                                          ----------------------------------
                                            Quarter        Quarter
                                             Ended          Ended
                                          September 30   December 31   Total
                                          -------------  -----------  -------
                                                     (in thousands)

General and administrative expense           $(128)         $(384)    $(512)
Sales and marketing                            (53)          (158)     (211)
Research and development                       (42)          (127)     (169)
                                             ------         ------    ------
   Total                                     $(223)         $(669)    $(892)
                                             ======         ======    ======

This change also reduced our additional paid-in capital by $669,000 in the
quarter ended December 31, 2008.  For the year ended December 31, 2008, this
change in estimate increased operating income by $892,000 and net income by
$580,000.  This change in estimate also increased net income per basic and
diluted shares by $0.02 for the year ended December 31, 2008.

NOTE 3.  INVENTORIES:

Inventories consist of:

                                           December 31,
                                        ------------------
                                         2008        2007
                                        ------      ------
                                          (in thousands)

          Finished goods                $3,409      $2,279
          Work in process                6,583       4,063
                                        -------     -------
                                        $9,992      $6,342
                                        =======     =======

                                   Page F-12
<PAGE>
NOTE 4.  PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of:

                                              Estimated      December 31,
                                             Useful Lives  -----------------
                                              (In Years)     2008      2007
                                             ------------  -------   -------
                                                             (in thousands)

Land                                             --       $   668    $   668
Buildings and improvements                    18 and 10     8,924      8,924
Equipment                                         5        14,613     12,396
Office furniture and equipment                 5 and 7        789        623
                                                          --------   --------
                                                           24,994     22,611
Less accumulated depreciation                             (19,359)   (17,624)
                                                          --------   --------
                                                          $ 5,635    $ 4,987
                                                          ========   ========

Depreciation expense for property, plant and equipment was $1,864,000,
$1,563,000, and $1,426,000 for 2008, 2007 and 2006, respectively. Maintenance
and repairs expense was $2,031,000, $1,714,000, and $1,399,000 for 2008, 2007
and 2006, respectively.  Included in maintenance are software maintenance
contracts.

NOTE 5.  GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill and other intangible assets consist of:

                                      December 31,       December 31,
                                         2008                2007
                                     -------------       ------------
                                               (in thousands)

   Goodwill                            $ 5,914             $ 6,254
   Accumulated amortization             (3,943)             (3,943)
                                       --------            --------
      Goodwill, net                    $ 1,971             $ 2,311
                                       ========            ========

   Patents and core technology         $10,603             $11,815
   Accumulated amortization             (4,133)             (3,852)
                                       --------            --------
      Intangible assets, net           $ 6,470             $ 7,963
                                       ========            ========

Amortization expense for intangible assets was $598,000, $593,000 and
$572,000 in 2008, 2007 and 2006, respectively.  Estimated amortization
expense for intangible assets is $600,000 annually in 2009 through 2013 and
$4 million thereafter.

                                   Page F-13
<PAGE>
NOTE 6.  LONG-TERM DEBT:

                                               2008        2007
                                            ----------  ----------
                                                 (in thousands)
Long-term debt:

National Semiconductor promissory note       $ 1,100      $ 1,284
Mortgage note                                  3,859        3,983
Silicon Valley Bank Term Loan                     --          667
                                             --------     --------
                                               4,959        5,934
Long-term debt current maturities               (382)      (1,040)
                                             --------     --------
Total                                        $ 4,577      $ 4,894
                                             ========     ========

In September 2005, we entered into a loan agreement with Silicon Valley Bank,
a subsidiary of Silicon Valley Bancshares, which provides for a $4 million
revolving secured credit facility.  The revolving secured credit facility was
renewed on March 28, 2007 and has a term of two years.  We have started to
renegotiate the renewal of this revolving security credit facility.  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% per year
and a commitment fee of $3,750 per quarter. At December 31, 2008, the
interest rate was 6%.  As of December 31, 2008, no balance was outstanding on
the revolving facility.  Security for the loan agreement includes all assets
except for real estate. The related borrowing base is comprised of the
Company's trade receivables.  In addition, we entered into an intellectual
property security agreement with 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.  We were in compliance with all of debt covenants as of
December 31, 2008.

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 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, 2008.

                                   Page F-14
<PAGE>
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, 2008, the present value of this promissory note is
$1,100,000 and the interest expense accrued in 2008 was $65,000.  The Company
discounted the note at 5.75%.  The face value of this note as of December 31,
2008 was $1,250,000.

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.

Maturities of the Company's outstanding promissory notes are as follows as of
December 31, 2008:

                        2009    2010    2011    2012    2013   Thereafter
                       ------  ------  ------  ------  ------  ----------
                                       (in thousands)

Long-term debt
  obligations          $  382  $  390  $  399  $  408  $  418    $3,112
                       ======  ======  ======  ======  ======    ======

NOTE 7.  COMMITMENTS:

LEASE COMMITMENTS.  The Company has commitments under non-cancelable
operating leases expiring through 2013 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, 2008 are as follows:

                      (in thousands)

            2009         $  606
            2010            607
            2011            474
            2012             55
            2013             14
                         ------
                         $1,756
                         ======

Total rent expense on all operating leases was $1.7 million, $1.6 million,
and $720,000 for 2008, 2007 and 2006, respectively.

                                   Page F-15
<PAGE>
MANUFACTURING ALLIANCES.  In 1999, the Company has entered into a
manufacturing agreement with Fujitsu Limited for the supply of its F-RAM
products.  The initial term of the manufacturing agreement was five years
with automatic one year renewals.  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.  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.

In 2007, 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 years with one year automatic 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.  The manufacturing
agreement also contains obligations for us with respect to minimum orders and
negotiated pricing.

NOTE 8.  STOCK-BASED COMPENSATION:

STOCK-BASED COMPENSATION PLANS

The Company has two active stock option plans: the 1999 Stock Option Plan
(the "1999 Plan"), and the 2005 Incentive Award Plan (the "2005 Plan"),
collective, the "Plans."  The expired 1995 Stock Option plan, as amended, is
only relevant to grants outstanding under the plan.  The Plans reserve a
total of 5,700,000 shares of the Company's common stock for issuance and
permit the issuance of non-qualified stock options.  The exercise price of
all non-qualified stock options must be equal to 100% of the Fair Market
Value on the effective date of the grant in both the 1999 and 2005 Plans.
The maximum term of each grant is ten years under the Plans.  The 2005 Plan
also permits the issuance of incentive stock options.  In addition, the 2005
Plan permits the issuance of restricted stock and other types of awards.
Restricted stock grants generally vest one to three years 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, 2008, the Company had not granted any incentive stock options.
The number of shares available for future grant under these plans was 153,577
as of December 31, 2008.

Total stock-based compensation expense recognized in our consolidated
statement of income for the years ended December 31, 2008 and 2007 is as
follows:

                                   Page F-16
<PAGE>
Income Statement Classifications
--------------------------------
                                              Year Ended December 31,
                                            ----------------------------
                                              2008      2007      2006
                                            --------  --------  --------
                                                   (in thousands)

Cost of sales                                $ 161     $  159    $  99
Research and development                       235        399      191
Sales and marketing                             91        347      116
General and administrative                     534      1,410      589
                                             ------    -------   ------
Total                                        $1,021    $2,315    $ 995
                                             ======    =======   ======

As of December 31, 2008, there was approximately $2.8 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 2.7 years.  Total unrecognized
compensation will be adjusted for future changes in estimated forfeitures.

During the year ended December 31, 2008, the Company reduced its compensation
expense by $892,000 due to a change in estimate relating to performance-based
restricted stock awards.  See Note 2 for additional information.

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 2008, 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 and SAB 110.  This simplified method was used as
the Company believes that its historical data is not indicative of the
expected terms due to significant changes in employee demographics.  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-17
<PAGE>
The assumptions used to value option grants for the years ended December 31,
2008, 2007 and 2006 are as follows:

                                  2008             2007              2006
                               ----------       ----------        ----------
Risk free interest rate           3.03%            4.46%            4.81%
Expected dividend yield              0%               0%               0%
Expected lives                 6.25 years       6.25 years        6.25 years
Expected volatility                 67%              76%              86%

The weighted average fair value of options granted during the years ended
December 31, 2008, 2007 and 2006 was $1.27, $2.75, and $2.33, respectively.

A summary of the changes in stock options outstanding during the year ended
December 31, 2008 are presented below:

                                                  Weighted Average
                              Number of               Exercise
                            Option Shares         Price Per Share
                            -------------         ----------------
                            (in thousands)
Outstanding at
December 31, 2007               6,097

Granted                           458                  $2.00
Forfeited                         (60)                 $3.36
Expired                          (151)                 $7.46
Exercised                        (143)                 $2.35
                                ------
Outstanding at
December 31, 2008               6,201
                                ======

As of December 31, 2008, options representing 4,591,000 shares were
exercisable, respectively, with weighted average exercise prices of $3.31.

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, 2008, 2007 and 2006 was
$239,000, $344,000 and $358,000, 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:

                                   Page F-18
<PAGE>
                                    Weighted Average
                                -------------------------
                   Number of                  Remaining     Aggregate
Exercise Price      Options      Exercise    Contractual    Intrinsic
    Range         Outstanding     Price         Life          Value
---------------   -----------   ----------   ------------   ---------
                (in thousands)                            (in thousands)

$1.42 - $ 2.22      1,077         $1.78         6.05
$2.29 - $ 2.29      1,365         $2.29         6.93
$2.32 - $ 3.71      1,373         $3.09         5.67
$3.72 - $ 4.07      1,758         $3.88         7.37
$4.15 - $17.81        628         $6.34         2.22
                    -----
Ending outstanding  6,201         $3.24         6.14          $142
                    =====

Ending vested and
  expected to vest  6,071         $3.25         6.08          $122

Ending exercisable  4,591         $3.31         5.27            --

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

     $1.42 - $ 2.22           590              $1.95
     $2.29 - $ 2.29         1,204              $2.29
     $2.32 - $ 3.71         1,286              $3.08
     $3.72 - $ 4.07           922              $3.83
     $4.15 - $17.81           589              $6.47
                            -----
                            4,591              $3.31
                            =====

The intrinsic value is calculated as the difference between the market value
as of December 31, 2008 and the exercise price of the options.  The closing
market value as of December 31, 2008 was $1.84 as reported by the Nasdaq
Global Market.

Cash received from option exercises for the year ended December 31, 2008 was
$336,000.  The actual tax benefit realized for the tax deduction from
option exercises was $239,000.

RESTRICTED STOCK

Restricted Stock Awards
-----------------------

In 2008, the Company granted 282,000 shares of restricted stock at an average
market value of $1.51 per share.  Awards representing 8,444 shares vested in
one month and the remaining 273,556 shares vest over three years based on
continued service.  As of December 31, 2008, there was approximately $400,000
of unrecognized compensation cost related to non-vested restricted shares,
which will be recognized over a weighted-average period of 1.6 years.

                                   Page F-19
<PAGE>
A summary of non-vested restricted shares during the year ended December 31,
2008 is as follows:

                                                             Weighted Average
                                          Number of          Grant Date Fair
                                       Restricted Shares     Value Per Share
                                       -----------------     ----------------
                                        (in thousands)

Outstanding at December 31, 2007              655                  $2.81

Grants                                        282                  $1.51
Forfeited                                      --
Vested/Released                               (89)                 $2.97
                                             -----

Outstanding at December 31, 2008              848                  $2.36
                                             =====

Included in the outstanding restricted stock awards at December 31, 2008
are awards representing 575,000 shares relating to a performance condition of
satisfying both a minimum sales goal and a minimum percentage of sales by
December 31, 2009.  The Company is no longer accruing stock-based
compensation expense relating to these awards as we do not anticipate
the achievement to the performance requirements.

Restricted Stock Units
----------------------

On December 15, 2008, the Company granted 118,000 restricted stock units
that vest over a three year period in three equal annual installments.
Restricted stock units represent rights to receive shares of common stock at
a future date.  There is no exercise price and no cash payment is required
for receipt of restricted stock units on the shares issued in settlement of
the award.  The fair market value of the Company's common stock at the time
of the grant is amortized to expense on a straight-line basis over the
vesting period.  The weighted-average remaining recognition period is 2.96
years for the restricted stock units granted during 2008.

A summary of the Company's restricted stock units as of December 31, 2009 is
as follows:

                                   Page F-20
<PAGE>
                                                  Weighted
                                                  Average
                                    Number of     Remaining     Aggregate
                                    Restricted    Contractual   Intrinsic
                                    Units         Term          Value
                                    ----------    ----------    ---------
                                  (in thousands)              (in thousands)

Outstanding at December 31, 2007        --

Grants                                 118
Forfeited                               --
Vested/Released                         --
                                       ---

Outstanding at December 31, 2008       118           1.96         $216
                                       ===
Vested and expected to vest            118           1.96         $216
                                       ===

As of December 31, 2008, there was approximately $146,000 remaining in
unrecognized compensation costs.  The cost is expected to be recognized
through 2011 with a weighted-average recognition period of 3 years.

WARRANTS

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

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

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

Exercised                                             (1,153)    $1.88-$3.04
Cancelled                                               (353)
Issued                                                    --
                                                       -----
Outstanding and exercisable at December 31, 2008         100     $1.42
                                                       =====

One warrant is exercisable to purchase 100,000 shares of common stock with an
exercise price of $1.42 and expires in August 2009.

For the years ended December 31, 2008, 2007 and 2006, the Company recorded
no dividends, respectively.

                                   Page F-21
<PAGE>
NOTE 9.  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 2008,
2007 and 2006, 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, $0, and $105,000 during 2008, 2007 and 2006,
respectively.  The amounts of $150,000 and $90,000 related to this obligation
are included in accrued liabilities as of December 31, 2008 and 2007,
respectively.

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

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.

NOTE 10.  SUPPLEMENTAL CASH FLOW INFORMATION AND OTHER NON-CASH ITEMS:

                                                      2008     2007     2006
                                                     ------   ------   ------
                                                          (in thousands)

Cash paid for interest                              $  368   $  570    $  585
Cash paid for income taxes                             230      125        --
Disposal of fully depreciated assets with
  no proceeds                                           --    2,415       131
Amounts included in capital expenditures but
  not yet paid                                         390      388       100

NOTE 11.  INCOME TAXES:

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

                                        2008        2007       2006
                                      --------    --------   --------
                                               (in thousands)

United States                         $ 5,642     $ 4,785     $ 3,286
Foreign                                   262      (2,372)     (2,769)
                                      --------    --------   --------
Income (loss) before income taxes     $ 5,904     $ 2,413     $   517
                                      ========    ========   ========

                                   Page F-22
<PAGE>
Income tax expense (benefit) attributable to income (loss) before income
taxes consists of:

                                        2008        2007       2006
                                      --------    --------   --------
                                               (in thousands)

Current:

   Federal                            $    28     $   108    $    60
   State                                   24          --         --
   Foreign                                 46          --         --
                                      --------    --------   --------
                                           98         108         60
                                      --------    --------   --------

Deferred:

   Federal                              1,764     (6,922)         --
   State                                  382       (664)         --
                                      --------    --------   --------
                                        2,146      (7,586)        --
                                      --------    --------   --------

Income Tax expense (benefit)          $ 2,244     $(7,478)    $   60
                                      ========    ========   ========

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:

                                               2008      2007      2006
                                             --------  --------  --------
                                                     (in thousands)

Computed expected tax expense (benefit)      $ 2,060   $   844   $   181
Increase (reduction) in income taxes
  resulting from:
   State income taxes, net of federal impact     118        84        18
   Non-deductible differences                     51        43        48
   Change in valuation allowance                  --    (8,628)     (247)
   Foreign operations                            (13)       71        --
   Refundable credits                           (102)       --        --
   Alternative minimum tax                       130       108        60
   Impact of change on deferred tax assets
      due to change in income tax rates        1,756        --     2,443
   Impact of change on valuation allowance
      due to change in income tax rates       (1,756)       --    (2,443)
                                             --------  --------  --------
Income tax expense (benefit)                 $ 2,244   $(7,478)  $    60
                                             ========  ========  ========

                                   Page F-23
<PAGE>
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, 2008. 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 $5.4 million at
December 31, 2008 will be realized.  As of December 31, 2007, the Company
determined, based upon all available evidence, it is more likely than not
that deferred tax assets of approximately $7.6 million would be realized.  As
of December 31, 2006, the Company had recorded a valuation allowance equal to
its net deferred tax assets.

The components of deferred income taxes are as follows:

                                             2008        2007        2006
                                           --------    --------    --------
                                              (in thousands)
Current:

   Deferred revenue                        $   239     $   365     $    --
   Accrued liabilities, not deducted
     until paid for tax purposes               734         250         327
   U.S. net operating loss carryovers          895       1,277          --
                                           --------    --------    --------
                                             1,868       1,892         327
   Less valuation allowance                 (1,602)     (1,606)       (327)
                                           --------    --------    --------
                                               266        286           --
                                           --------    --------    --------

                                   Page F-24
<PAGE>
Non-current:

   U.S. net operating loss carryovers       30,344      39,242      44,664
   Capital loss carryovers                      --          --       4,380
   Foreign net operating loss carryovers     1,617       3,724       2,999
   Deferred revenue                            447         714       1,470
   Fixed assets                              1,117       1,214         867
   FAS 123R-accrued NSO expense              1,140         901         381
   Research and experimentation tax credit      --       1,662       1,662
   Alternative minimum tax credit              323         200          60
   Other                                       113         722         720
                                           --------    --------    --------
                                            35,101      48,379      57,203
   Less valuation allowance                (29,927)    (41,079)    (57,203)
                                           --------    --------    --------
                                             5,174       7,300          --
                                           --------    --------    --------
Net deferred tax assets                    $ 5,440     $ 7,586          --
                                           ========    ========    ========

As of December 31, 2008, the Company had Federal net operating loss
carryforwards of approximately $84 million to reduce future taxable
income, which expire as follows:

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

         2009                        $20,364
         2010                            533
         2011                          4,283
         2012                          9,749
   2013 through 2026                  49,502
                                     -------
                                     $84,431
                                     =======

During 2008 the Company expects to utilize net operating loss carryovers of
approximately $6.7 million.  During 2008, 2007 and 2006, net operating loss
carryovers of approximately $17 million, $5 million, and $12 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 $290,000, $235,000 and
$246,000 for 2008, 2007 and 2006, respectively.

                                   Page F-25
<PAGE>
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 the Company's financial
position, cash flows or results of operations upon adoption, as the Company
did not have any unrecognized tax benefits.

In 2008, the Company performed a comprehensive review of its material tax
positions in accordance with recognition and measurement standards
established by FIN 48.  As a result of this review, the Company discovered
that there were certain deferred tax assets that were not properly stated.
The gross and net deferred tax assets did not change as a result of the
review but a reclassification was necessary to properly reflect the values of
the different components of deferred tax assets.  As of January 1, 2008, the
Company concluded it did not have any uncertain tax benefits.  The change to
the amount of uncertain tax benefits is related to approximately $1.3 million
of its research and development credits and is reported as a reduction of the
Company's deferred tax asset. A reconciliation of the beginning and ending
amounts of unrecognized tax liability is as follows:

                                                    (in thousands)

Balance at January 1, 2008                              $   --
   Additions of based on tax positions related
      to current year                                       --
   Additions for tax positions of prior years            1,260
   Reductions for tax positions of prior years              --
   Settlements                                              --
                                                        ------
Balance at December 31, 2008                            $1,260
                                                        ======

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 2005 through 2008 remain open to examination by the major taxing
jurisdictions to which the Company is subject, as well as 2004 for
California.

                                   Page F-26
<PAGE>
NOTE 12.  SEGMENT AND GEOGRAPHIC AREA INFORMATION:

Our 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 related accounts receivable outstanding at December 31,
2008, and percentages of total sales and total receivables for major
customers representing more than 10% of total revenue during the past three
years are as follows:

                              2008         2007          2006
                          -----------   -----------   -----------
                                      (in thousands)
Customer A:
   Sales                  $9,600  15%   $3,300   6%   $4,100  10%
   Accounts receivable    $3,900  34%   $  490   5%   $  805  11%

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:

                                     2008         2007        2006
                                   --------     --------    --------
                                             (in thousands)

United States                      $ 8,986      $ 7,110      $ 6,243
Japan                               11,074       10,892        9,903
United Kingdom                       2,112        2,362        2,124
Indonesia                               25        2,449        4,149
Taiwan                               2,383        2,062        1,167
Germany                              4,976        2,656        2,242
China/Hong Kong                     22,236       15,604        8,916
Italy                                  593          262        1,045
Czech Republic                          63           74          704
Finland                              2,013        2,169          764
Singapore                              769          775          734
Slovenia                               534          658          501
Mexico                                 741        1,058          170
Korea                                3,253        1,779          899
Thailand                             1,317          741           --
Switzerland                          1,914          200           --
Rest of world                          565          243          920
                                   -------      -------      -------
Total                              $63,554      $51,094      $40,481
                                   =======      =======      =======

                                   Page F-27
<PAGE>
Geographic Area Long-lived Assets (Net):

                                        December 31,
                                    -------------------
                                      2008        2007
                                    -------     -------
                                      (in thousands)

United States                       $ 7,944     $ 7,741
Thailand                                851         435
Canada                                5,213       7,008
Japan                                   280         307
                                    -------     -------
                                    $14,288     $15,491
                                    =======     =======

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.  During 2008, 2007 and
2006, approximately $102,000, $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
paid quarterly for 2008 and 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.

Results for the quarter ended December 31, 2008 included a charge of $815,000
against cost of product sales as an estimate of a loss contingency to cover
anticipated customer warranty and associated costs arising from previously
announced in-field failures of one of our products.  This charge represents
an amount within a range of a potential warranty claim that can be reasonably

                                   Page F-28
<PAGE>
estimated with currently available information. We continue to work with the
customer to determine the amount of the customer's losses for which we might
be liable.  Future estimates and the final amount of the charge could change
depending on various factors, including, among others, a change in
contemplated remediation actions, the Company's potential to be liable for
any of the customer's consequential losses, changes in the estimated time to
complete remediation, and laws governing warranty and remediation
requirements.  Therefore, the estimated cost of the charge could be
materially different than the estimated cost the Company has recorded in the
December 31, 2008 financial statements.

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.

NOTE 15.  QUARTERLY DATA (UNAUDITED):

The following unaudited information shows selected items by quarter for the
years 2008 and 2007.
<TABLE>
<CAPTION>

                                                       2008                                      2007
                                     ----------------------------------------    ----------------------------------------
                                         Q1        Q2        Q3        Q4            Q1        Q2        Q3        Q4
                                     ----------------------------------------    ----------------------------------------
                                                        (in thousands except per share data)
<S>                                  <C>        <C>        <C>       <C>         <C>        <C>        <C>       <C>
Revenue                              $14,304    $15,535    $17,394   $16,320     $11,088    $12,332    $13,400   $14,275
Gross margin, product sales,
  including warranty provision         7,370      8,017      9,314     7,817       5,456      6,314      6,964     7,249
Operating income (loss)                1,071      1,364      2,254     1,940         (22)       328      1,278     1,176
Net income (loss) applicable
  to common shares from
  continuing operations                  565        779      1,402       915(2)     (202)       248      1,136     8,709(1)

Income (loss) per share
from continuing operations

Basic                                $  0.02    $  0.01    $  0.05   $  0.03     $ (0.01)   $  0.01    $  0.05   $  0.34
                                     ========================================    ========================================
Diluted                              $  0.02    $  0.01    $  0.05   $  0.03     $ (0.01)   $  0.01    $  0.04   $  0.32
                                     ========================================    ========================================
</TABLE>
----------
(1)  See Note 11 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.

(2)  See Notes 2 and 14 above.  The Company recorded a $669,000 reduction in
     compensation expense relating to stock-based compensation changes in
     estimates and an $815,000 increase in cost of goods sold due to a
     provision for a loss contingency related to product liability issues in
     the quarter ended December 31, 2008.

                                   Page F-29
<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, 2008, 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, 2008 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, 2008.

Item 9A(T) Controls and Procedures

Not applicable

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 2009
Proxy Statement for the 2009 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 2009 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 2009 Proxy Statement for the
2009 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 2009 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 2009 Proxy Statement.

                                   Page-48
<PAGE>
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 2009 Proxy Statement.

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 2009 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 2009 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 Firms . . . . . . .  44-46
Consolidated Balance Sheets as of December 31, 2008 and 2007 . . . . .   F-1
Consolidated Statements of Operations and Comprehensive Income
   for the years ended December 31, 2008, 2007 and 2006  . . . . . . .   F-2
Consolidated Statements of Stockholders' Equity for the
   years ended December 31, 2008, 2007 and 2006  . . . . . . . . . . .   F-3
Consolidated Statements of Cash Flows for the years ended
    December 31, 2008, 2007 and 2006 . . . . . . . . . . . . . . . . .   F-4
Notes to Consolidated Financial Statements . . . . . . . . . . . . . .   F-5

(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, 2006:

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

Accounts receivable
 reserves             $351        $1,564       $--        $1,531     $384
                     =====================================================
Year Ended
December 31, 2008:

Accounts receivable
 reserves             $384        $1,885       $--        $1,458     $811
                     =====================================================
                                   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.(17)

          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.(15)
          4.23   Warrant to Purchase Common Stock between the Registrant and
                 C.E. Unterberg, Towbin Brett Moskowitz Investments, dated
                 November 20, 2006.(15)
          4.24   Warrant to Purchase Common Stock between the Registrant and
                 Warrant Strategies Fund, LLC, dated November 20, 2006.(15)

         10.3    1995 Stock Option Plan and forms of Incentive Stock Option
                 Agreement and Non-statutory Stock Option Agreement.(2)
         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)
         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)

                                   Page-51
<PAGE>
         10.32   Patent Purchase Agreement between Purple Mountain Server LLC
                 and the Registrant dated April 13, 2004.(10)
         10.36   Promissory note between Ramtron LLC and American National
                 Insurance Company dated December 8, 2005.(12)
         10.37   Deed of Trust, Security Agreement and Financing Statement
                 between Ramtron LLC and American National Insurance Company
                 dated December 8, 2005.(12)
         10.39   Loan Modification Agreement between Ramtron International
                 Corporation and Silicon Valley Bank dated December 30,
                 2005.(13)
         10.41   Registration Rights Agreement between Ramtron International
                 Corporation and certain purchasers dated November 20,
                 2006. (14)
         10.48   Amended and Restated Loan and Security Agreement between
                 Ramtron International Corporation and Silicon Valley Bank,
                 dated September 15, 2005.(11)
         10.49   Intellectual Property Security Agreement between
                 Ramtron International Corporation and Silicon Valley Bank,
                 dated September 15, 2005.(11)
         10.50   Third Amendment to Amended and Restated Loan and Security
                 Agreement between Ramtron International Corporation and
                 Silicon Valley Bank, dated December 29, 2006.(15)
         10.51   Fourth Amendment to Amended and Restated Loan and Security
                 Agreement between Ramtron International Corporation and
                 Silicon Valley Bank.(16)
         10.53*  Manufacturing Agreement between the registrant and Texas
                 Instruments dated March 6, 2007.(18)
         10.54   Amendment No. 2 to Registrant's 1999 Stock Option Plan.
         10.55   Amended and Restated 2005 Incentive Award Plan.
         10.56   Form of Amended and Restated Change in Control Agreement
                 Between Registrant and its executive officers dated
                 December 23, 2008.

         21.1    Subsidiaries of Registrant.

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

         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.

                                   Page-52
<PAGE>
         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.

(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.

                                   Page-53
<PAGE>
(11)  Incorporated by reference to our Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      September 21, 2005.

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

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

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

(15)  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.

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

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

(18)  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, on February 2,
2009.

                                            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, Jr.
--------------------------      Chairman of the Board             2-2-2009
William G. Howard, Jr.

/s/ William L. George
---------------------------     Director                          2-2-2009
William L. George

/s/ Jack L. Saltich
---------------------------     Director                          2-2-2009
Jack L. Saltich

/s/ Theodore J. Coburn
---------------------------     Director                          2-2-2009
Theodore J. Coburn

                                   Page-55
<PAGE>
/s/ Eric Kuo
---------------------------     Director                          2-2-2009
Eric Kuo

/s/ William W. Staunton, III
----------------------------    Director and Chief Executive      2-2-2009
William W. Staunton, III        Officer

/s/ Eric A. Balzer
-------------------------       Director and Chief Financial      2-2-2009
Eric A. Balzer                  Officer (Principal Accounting
                                Officer)

                                    Page-56
<PAGE>



77